Corporate Authority Relative to this Agreement; Consents and Approvals; No Violation. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and, subject to adoption of this Agreement by holders of two-thirds of the outstanding Company Common Shares entitled to vote thereon (the “Company Shareholder Approval”), to consummate the transactions contemplated hereby, including the Mergers. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, including the Mergers, have been duly and validly authorized by the Company Board and, except for the Company Shareholder Approval and the filing of the Initial Certificates of Merger and the Subsequent Certificates of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, no other corporate action or proceedings on the part of the Company or vote of the Company’s shareholders are necessary to authorize the execution and delivery by the Company of this Agreement or the consummation of the transactions contemplated hereby, including the Mergers. The Company Board has (i) determined that the transactions contemplated by this Agreement, including the Mergers, are advisable, fair to and in the best interests of the Company and its shareholders, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Mergers, (iii) resolved to recommend that the holders of Company Common Shares adopt this Agreement (the “Company Recommendation”) and (iv) directed that the adoption of this Agreement be submitted for consideration by the Company’s shareholders at a meeting thereof. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Subs, this Agreement constitutes the legal, valid and binding agreement of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to applicable bankruptcy, reorganization, fraudulent conveyance, insolvency, moratorium or other similar Laws affecting creditor’s rights generally and the availability of equitable relief and any implied covenant of good faith and fair dealing (the “Enforceability Exceptions”). (b) Other than in connection with or in compliance with (i) the filing of the Initial Certificates of Merger and the Subsequent Certificates of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, (ii) the filing of the Form S-4 (including the Joint Proxy Statement/Prospectus) with the U.S. Securities and Exchange Commission (the “SEC”) and any amendments or supplements thereto and declaration of effectiveness of the Form S-4, (iii) the U.S. Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder (the “Exchange Act”), (iv) the rules and regulations of the New York Stock Exchange, (v) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) and (vi) the approvals set forth in Section 3.3(b) of the Company Disclosure Schedule (covering the applicable laws or other legal restraints of foreign countries designed to govern competition or trade regulation or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)) (clauses (i) – (vi), collectively, the “Transaction Approvals”), no authorization, consent, order, license, permit or approval of, or registration, declaration, notice or filing with, any Governmental Entity is required to be made or obtained under applicable Law for the consummation by the Company of the transactions contemplated by this Agreement, except for such authorizations, consents, orders, licenses, permits, approvals, registrations, declarations, notices and filings that are not required to be made or obtained prior to the consummation of such transactions or that the failure to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) The execution and delivery by the Company of this Agreement does not, and (assuming the Transaction Approvals are obtained) the consummation of the transactions contemplated hereby, and compliance with the provisions hereof will not, (i) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control or default under, or result in termination or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than Company Permitted Liens) upon any of the respective properties or assets of the Company or any of its Subsidiaries pursuant to, any Contract to which the Company or any of its Subsidiaries is a party or by which it or any of its respective properties or assets is bound, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (ii) conflict with or result in any violation of any provision of the Company Organizational Documents or (iii) conflict with or violate any applicable Laws except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 3 contracts
Samples: Merger Agreement (Synnex Corp), Merger Agreement (Synnex Corp), Merger Agreement (Convergys Corp)
Corporate Authority Relative to this Agreement; Consents and Approvals; No Violation. (a) The Company has the requisite corporate power and authority to execute and deliver enter into this Agreement and, subject only to adoption of this Agreement by the holders of two-thirds a majority of the outstanding shares of Company Common Shares Stock entitled to vote thereon on such matter at a stockholders’ meeting duly called and held for such purpose (the “Requisite Company Shareholder ApprovalVote”), to consummate the transactions contemplated hereby, including the MergersMerger. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, including the MergersMerger, have been duly and validly authorized by the Company Board of Directors and, except for the Requisite Company Shareholder Approval Vote and the filing of the Initial Certificates of Merger and the Subsequent Certificates Certificate of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, no other corporate action or proceedings on the part of the Company or vote of the Company’s shareholders stockholders are necessary to authorize the execution and delivery by the Company of this Agreement or the consummation of the transactions contemplated hereby, including the MergersMerger. The Company Board of Directors has unanimously (i) resolved to recommend that the holders of shares of Company Common Stock adopt this Agreement (the “Company Recommendation”), (ii) declared it advisable to enter into the Merger Agreement, (iii) determined that this Agreement and the Merger and the other transactions contemplated by this Agreement, including the Mergers, Agreement are advisable, fair to and in the best interests of the Company and its shareholders, the Company’s stockholders and (iiiv) approved the execution, delivery and performance of this Agreement and the consummation of Merger and the other transactions contemplated hereby, including the Mergers, (iii) resolved to recommend that the holders of Company Common Shares adopt by this Agreement (the “Company Recommendation”) and (iv) directed that the adoption of this Agreement be submitted for consideration by the Company’s shareholders at a meeting thereofAgreement. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger SubsSub, this Agreement constitutes the legal, valid and binding agreement of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to applicable bankruptcy, reorganization, fraudulent conveyance, insolvency, moratorium or other similar Laws affecting creditor’s rights generally and the availability of equitable relief and any implied covenant of good faith and fair dealing (the “Enforceability Exceptions”).
(b) Other than in connection with or in compliance with (i) the filing of the Initial Certificates of Merger and the Subsequent Certificates Certificate of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, (ii) the filing of a proxy statement relating to the Form S-4 Stockholders Meeting to be held in connection with this Agreement, the Merger and the other transactions contemplated hereunder (including as it may be amended or supplemented, the Joint “Proxy Statement/Prospectus”) with the U.S. Securities and Exchange Commission (the “SEC”) and any amendments or supplements thereto and declaration of effectiveness of the Form S-4), (iii) the U.S. Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder (the “Exchange Act”), (iv) the rules and regulations of the New York Stock Exchange, Exchange and (v) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) and (vi) the approvals as set forth in Section 3.3(b) of the Company Disclosure Schedule (covering the applicable laws Laws or other legal restraints of foreign countries designed to govern competition or trade regulation or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws” and each such law individually an “Antitrust Law”)) (clauses (i) – (vi), collectively, the “Transaction Approvals”), no authorization, consent, order, license, permit or approval of, or registration, declaration, notice or filing with, any Governmental Entity is required to be made or obtained under applicable Law for the consummation by the Company of the transactions contemplated by this Agreement, except for such authorizations, consents, orders, licenses, permits, approvals, registrations, declarations, notices and filings that are not required to be made or obtained prior to the consummation of such transactions or that the failure to make or obtain would not reasonably be expected to have, individually or in the aggregate, (x) a Company Material Adverse EffectEffect or (y) a material adverse effect on the Company’s and its Subsidiaries’ ability to timely consummate the transactions contemplated hereby (including the Merger).
(c) The execution and delivery by the Company of this Agreement does not, and (assuming the Transaction Approvals are obtained) the consummation of the transactions contemplated hereby, hereby and compliance with the provisions hereof will not, (i) require any consent or approval under, violate, conflict with, result in any breach loss, or suspension, limitation or impairment of any right of the Company or any loss of its Subsidiaries to own or use any benefit underassets required for the conduct of their business or result in any violation of, constitute a change of control or default (with or without notice or lapse of time, or both) under, or result in termination or give rise to others any a right of termination, vestingcancellation, amendmentfirst offer, first refusal, modification or acceleration of, or cancellation oftrigger the grant of any material rights or material change to the payment terms under, any obligation or to the loss of a benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, Contract, instrument, Permit, concession, franchise, right or license binding upon the Company or any of its Subsidiaries or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of any liens, claims, mortgages, encumbrances, pledges, security interests, equities or charges of any kind (each, a Lien (“Lien”) other than Company Permitted Liens) , in each case, upon any of the respective properties or assets of the Company or any of its Subsidiaries pursuant toSubsidiaries, any Contract to which the Company or except for any of its Subsidiaries is a party or by which it or any of its respective properties or assets is bound, except the foregoing as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (ii) conflict with or result in any violation of any provision of the Company Organizational Documents or (iii) conflict with or violate any provision of the Significant Subsidiaries Organizational Documents or any applicable Laws Laws, in each case except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, except in the case of clauses (i), (ii), and (iii) above as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Company’s and its Subsidiaries’ ability to timely consummate the transactions contemplated hereby (including the Merger).
Appears in 2 contracts
Samples: Merger Agreement (Valspar Corp), Merger Agreement (Sherwin Williams Co)
Corporate Authority Relative to this Agreement; Consents and Approvals; No Violation. (a) The Company has the requisite corporate power and authority to execute and deliver enter into this Agreement and, subject to adoption of this Agreement by holders of two-thirds receipt of the outstanding Company Common Shares entitled Stockholder Approval, to vote thereon (the “Company Shareholder Approval”), perform its obligations hereunder and to consummate the transactions contemplated hereby, including the Mergers. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, including the Mergers, have been duly and validly authorized by the Company Board and, except Except for the Company Shareholder Stockholder Approval and the filing of the Initial Certificates First Certificate of Merger and the Subsequent Certificates Second Certificate of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, no other corporate action or proceedings on the part of the Company or vote of the Company’s shareholders are necessary to authorize the execution and delivery by the Company of this Agreement or the consummation of the transactions contemplated hereby, including the Mergers. The Company Board has (i) determined that the transactions contemplated by this Agreement, including the Mergers, are advisable, fair to and in the best interests of the Company and its shareholders, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Mergers, (iii) resolved to recommend that the holders of Company Common Shares adopt this Agreement (the “Company Recommendation”) and (iv) directed that the adoption of this Agreement be submitted for consideration by the Company’s shareholders at a meeting thereof. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and each Merger SubsSub, this Agreement constitutes the legal, valid and binding agreement of the Company and is Company, enforceable against the Company in accordance with its terms, except as that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, insolvency, moratorium or other similar Laws affecting creditor’s Laws, now or hereafter in effect, relating to creditors’ rights generally and the availability (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any implied covenant of good faith and fair dealing proceeding therefor may be brought (collectively, the “Enforceability Exceptions”).
(b) Other than The Company Board at a duly called and held meeting has unanimously (i) determined that it is in connection the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the Mergers and the other transactions contemplated hereby and (iii) resolved to recommend that the stockholders of the Company adopt this Agreement (the “Company Recommendation”) and directed that such matter be submitted for consideration of the stockholders of the Company at the Company Stockholder Meeting.
(c) The execution, delivery and performance by the Company of this Agreement and the consummation of the Mergers and the other transactions contemplated hereby by the Company do not and will not require the Company or any of its Subsidiaries to procure, make or provide prior to the Closing Date any consent, approval, authorization or permit of, action by, filing with or in compliance with notification to any United States or foreign, state, provincial, territorial or local governmental or regulatory agency, commission, court, body, entity or authority (each, a “Governmental Entity”), other than (i) the filing of the Initial Certificates First Certificate of Merger and the Subsequent Certificates Second Certificate of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of DelawareMerger, (ii) authorizations from, or such other actions as are required to be made with or obtained from, the filing of STB, (iii) authorizations from, or such other actions as are required to be made with or obtained from, the Form S-4 (including the Joint Proxy Statement/Prospectus) with the U.S. Securities and Exchange Federal Communications Commission (the “SEC”) and any amendments or supplements thereto and declaration of effectiveness of the Form S-4, (iii) the U.S. Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder (the “Exchange ActFCC”), (iv) compliance with any applicable requirements of any Antitrust Laws, (v) authorizations from, or such other actions as are required to be made with or obtained from, the COFECE and the IFT, (vi) the filing of notices with the ARTF and the SCT, (vii) compliance with the applicable requirements of the Securities Act and the Exchange Act, including the filing with the SEC of the Form F-4 (including the Proxy Statement/Prospectus), (viii) compliance with the rules and regulations of the New York Stock ExchangeNYSE, (vix) compliance with any applicable foreign or state securities or blue sky laws and (x) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) and (vi) the approvals other consents and/or notices set forth in on Section 3.3(b3.3(c) of the Company Disclosure Schedule (covering the applicable laws or other legal restraints of foreign countries designed to govern competition or trade regulation or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)) Schedules (clauses (i) – through (vix), collectively, the “Transaction Company Approvals”), no and other than any consent, approval, authorization, consentpermit, orderaction, license, permit filing or approval of, or registration, declaration, notice or filing with, any Governmental Entity is required to be made or obtained under applicable Law for the consummation by the Company of the transactions contemplated by this Agreement, except for such authorizations, consents, orders, licenses, permits, approvals, registrations, declarations, notices and filings that are not required to be made or obtained prior to the consummation of such transactions or that notification the failure of which to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(cd) The execution Assuming compliance with the matters referenced in Section 3.3(c) and receipt of the Company Approvals and the Company Stockholder Approval, the execution, delivery and performance by the Company of this Agreement does not, and (assuming the Transaction Approvals are obtained) the consummation by the Company of the Mergers and the other transactions contemplated hereby, do not and compliance with the provisions hereof will not, not (i) require any consent contravene or approval under, violate, conflict with, result in any breach of with the organizational or any loss of any benefit under, constitute a change of control or default under, or result in termination or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than Company Permitted Liens) upon any of the respective properties or assets governing documents of the Company or any of its Subsidiaries pursuant toSubsidiaries, (ii) contravene or conflict with or constitute a violation of any Contract provision of any Law binding on or applicable to which the Company or any of its Subsidiaries is or any of their respective properties or assets or (iii) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a party right of termination, cancellation or by which it acceleration of any obligation or to the loss of a benefit under any Contract, instrument, permit, concession, franchise, right or license binding on the Company or any of its respective properties or assets is boundSubsidiaries, except as would not reasonably be expected to haveother than, individually or in the aggregate, a Company Material Adverse Effect, case of clauses (ii) conflict with or result in any violation of any provision of the Company Organizational Documents or and (iii) conflict with ), any such contravention, conflict, violation, default, termination, cancellation, acceleration, right or violate any applicable Laws except as loss that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Voting Trust Agreement (Canadian Pacific Railway LTD/Cn), Merger Agreement (Canadian Pacific Railway LTD/Cn)
Corporate Authority Relative to this Agreement; Consents and Approvals; No Violation. (a) The Company Each of Parent and Merger Sub has the all requisite corporate power and authority to execute and deliver enter into this Agreement and, subject and to adoption of this Agreement by holders of two-thirds of the outstanding Company Common Shares entitled to vote thereon (the “Company Shareholder Approval”), perform its obligations hereunder and to consummate the transactions contemplated hereby, including . Except for (i) the Mergers. The execution, delivery and performance by the Company adoption of this Agreement and the consummation of the transactions contemplated hereby, including the Mergers, have been duly and validly authorized by the Company Board and, except for sole stockholder of Merger Sub (which such adoption shall occur immediately following the Company Shareholder Approval execution of this Agreement) and (ii) the filing of the Initial Certificates of Merger and the Subsequent Certificates Certificate of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, no other corporate action or proceedings on the part of the Company Parent or vote of the Company’s shareholders Merger Sub are necessary to authorize the execution and delivery by the Company of this Agreement or and the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, including assuming this Agreement constitutes the Mergers. The Company Board has valid and binding agreement of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the Enforceability Exceptions.
(i) The Parent Board at a duly called and held meeting has unanimously (A) determined that the transactions contemplated by this Agreement, including the Mergers, are advisable, fair to and it is in the best interests of the Company Parent to enter into this Agreement and its shareholders, (iiB) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the MergersMerger, the issuance of the Parent Common Shares comprising the Share Consideration and the Debt Financing; and (ii) the board of directors of Merger Sub has unanimously (A) determined that it is in the best interests of Merger Sub and its sole stockholder, and declared it advisable, to enter into this Agreement, (iiiB) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, and (C) resolved to recommend that the holders sole stockholder of Company Common Shares Merger Sub adopt this Agreement (the “Company Recommendation”) and (iv) directed that the adoption of this Agreement such matter be submitted for consideration of the sole stockholder of Merger Sub.
(c) The execution, delivery and performance by the Company’s shareholders at a meeting thereof. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Subs, Sub of this Agreement constitutes and the legal, valid and binding agreement consummation of the Company Merger and is enforceable against the Company in accordance other transactions contemplated hereby by Parent and Merger Sub do not and will not require Parent, Merger Sub or any of their Subsidiaries to procure, make or provide prior to the Closing Date any consent, approval, authorization or permit of, action by, filing with its terms, except as such enforcement may be subject or notification to applicable bankruptcy, reorganization, fraudulent conveyance, insolvency, moratorium any Governmental Entity or other similar Laws affecting creditor’s rights generally and the availability of equitable relief and any implied covenant of good faith and fair dealing (the “Enforceability Exceptions”).
(b) Other third party, other than in connection with or in compliance with (i) the filing of the Initial Certificates Certificate of Merger and the Subsequent Certificates of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of DelawareMerger, (ii) authorizations from, or such other actions as are required to be made with or obtained from, the STB, (iii) authorizations from, or such other actions as are required to be made with or obtained from, the FCC, (iv) compliance with any applicable requirements of any Antitrust Laws, (v) authorizations from, or such other actions as are required to be made with or obtained from, the COFECE and the IFT, (vi) the filing of notices with the ARTF and the SCT, (vii) compliance with the applicable requirements of the Securities Act, the Exchange Act and the Canadian Securities Laws, including the filing with the SEC of the Form S-4 F-4 (including the Joint Proxy Statement/Prospectus) with the U.S. Securities and Exchange Commission (the “SEC”) and any amendments or supplements thereto and declaration of effectiveness of the Form S-4, (iii) the U.S. Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder (the “Exchange Act”), (ivviii) compliance with the rules and regulations of the New York Stock ExchangeNYSE and the TSX, (vix) compliance with any applicable foreign or state securities or blue sky laws and (x) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) and (vi) the approvals other consents and/or notices set forth in on Section 3.3(b4.3(c) of the Company Parent Disclosure Schedule (covering the applicable laws or other legal restraints of foreign countries designed to govern competition or trade regulation or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)) Schedules (clauses (i) – through (vix), collectively, the “Transaction Parent Approvals”), no and other than any consent, approval, authorization, consentpermit, orderaction, license, permit filing or approval of, or registration, declaration, notice or filing with, any Governmental Entity is required to be made or obtained under applicable Law for the consummation by the Company of the transactions contemplated by this Agreement, except for such authorizations, consents, orders, licenses, permits, approvals, registrations, declarations, notices and filings that are not required to be made or obtained prior to the consummation of such transactions or that notification the failure of which to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect.
(cd) The execution Assuming compliance with the matters referenced in Section 4.3(c) and receipt of the Parent Approvals, the execution, delivery and performance by the Company Parent and Merger Sub of this Agreement does not, and (assuming the Transaction Approvals are obtained) the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby, do not and compliance with the provisions hereof will not, not (i) require any consent contravene or approval under, violate, conflict with, result in any breach with the organizational or governing documents of Parent or any loss of its Subsidiaries, (ii) contravene or conflict with or constitute a violation of any benefit under, constitute a change provision of control any Law binding on or default under, or result in termination or give applicable to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than Company Permitted Liens) upon any of the respective properties or assets of the Company Parent or any of its Subsidiaries pursuant toor any of their respective properties or assets, or (iii) result in any Contract violation of, or default (with or without notice or lapse of time, or both) under, or give rise to which a right of termination, cancellation or acceleration of any obligation or to the Company loss of a benefit under any Contract, instrument, permit, concession, franchise, right or license binding on Parent or any of its Subsidiaries is a party Subsidiaries, other than, in the case of clauses (ii) and (iii), any such contravention, conflict, violation, default, termination, cancellation, acceleration, right, loss or by which it or any of its respective properties or assets is bound, except as Lien that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (ii) conflict with or result in any violation of any provision of the Company Organizational Documents or (iii) conflict with or violate any applicable Laws except as would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Canadian National Railway Co), Merger Agreement (Kansas City Southern)
Corporate Authority Relative to this Agreement; Consents and Approvals; No Violation. (a) The Company Each of Parent and the Merger Subs has the all requisite corporate power and authority to execute and deliver enter into this Agreement and, subject to adoption of this Agreement by holders of two-thirds receipt of the outstanding Company Common Shares entitled to vote thereon (the “Company Parent Shareholder Approval”), to perform its obligations hereunder and to consummate the transactions contemplated hereby. Except for (i) the Parent Shareholder Approval, including (ii) the Mergersadoption of this Agreement by Parent, as the sole stockholder of Surviving Merger Sub (which such adoption shall occur immediately following the execution of this Agreement), (iii) the approval of this Agreement by Parent, as the sole stockholder of First Merger Sub (which such approval shall occur immediately following the execution of this Agreement) and (iv) the filing of the First Certificate of Merger and the Second Certificate of Merger with the Secretary of State of the State of Delaware, no other proceedings on the part of Parent or either Merger Sub are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and each Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, this Agreement constitutes the valid and binding agreement of Parent and each Merger Sub, enforceable against each of Parent and each Merger Sub in accordance with its terms, subject to the Enforceability Exceptions.
(i) The Parent Board at a duly called and held meeting has unanimously (A) determined that it is in the best interests of Parent to enter into this Agreement, (B) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, including the Mergers, have been duly and validly authorized by the Company Board and, except for the Company Shareholder Approval Mergers and the filing Debt Financing and (C) resolved to recommend that the holders of Parent Common Shares approve the Parent Share Issuance (the “Parent Recommendation”) and directed that such matter be submitted for consideration of the Initial Certificates shareholders of Parent at the Parent Shareholder Meeting; (ii) the board of directors of Surviving Merger and the Subsequent Certificates of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, no other corporate action or proceedings on the part of the Company or vote of the Company’s shareholders are necessary to authorize the execution and delivery by the Company of this Agreement or the consummation of the transactions contemplated hereby, including the Mergers. The Company Board Sub has unanimously (iA) determined that the transactions contemplated by this Agreement, including the Mergers, are advisable, fair to and it is in the best interests of the Company Surviving Merger Sub and its shareholderssole stockholder, and declared it advisable, to enter into this Agreement, (iiB) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Mergers, and (iiiC) resolved to recommend that the holders sole stockholder of Company Common Shares Surviving Merger Sub adopt this Agreement (the “Company Recommendation”) and (iv) directed that the adoption of this Agreement such matter be submitted for consideration by of the Company’s shareholders at a meeting thereof. This Agreement sole stockholder of Surviving Merger Sub; and (iii) the board of directors of First Merger Sub has been duly unanimously (A) determined that it is in the best interests of First Merger Sub and validly executed its sole stockholder, and delivered by declared it advisable, to enter into this Agreement, (B) approved the Company andexecution, assuming delivery and performance of this Agreement constitutes and the legalconsummation of the transactions contemplated hereby, valid including the Mergers and binding agreement (C) resolved to recommend that the sole stockholder of Parent and First Merger Subs, Sub approve this Agreement constitutes the legal, valid and binding agreement directed that such matter be submitted for consideration of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to applicable bankruptcy, reorganization, fraudulent conveyance, insolvency, moratorium or other similar Laws affecting creditor’s rights generally and the availability sole stockholder of equitable relief and any implied covenant of good faith and fair dealing (the “Enforceability Exceptions”)First Merger Sub.
(bc) Other than in connection The execution, delivery and performance by Parent and each Merger Sub of this Agreement and the consummation of the Mergers and the other transactions contemplated hereby by Parent and each Merger Sub do not and will not require Parent, either Merger Sub or any of their Subsidiaries to procure, make or provide prior to the Closing Date any consent, approval, authorization or permit of, action by, filing with or in compliance with notification to any Governmental Entity or other third party, other than (i) the filing of the Initial Certificates First Certificate of Merger and the Subsequent Certificates Second Certificate of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of DelawareMerger, (ii) authorizations from, or such other actions as are required to be made with or obtained from, the STB, (iii) authorizations from, or such other actions as are required to be made with or obtained from, the FCC, (iv) compliance with any applicable requirements of any Antitrust Laws, (v) authorizations from, or such other actions as are required to be made with or obtained from, the COFECE and the IFT, (vi) the filing of notices with the ARTF and the SCT, (vii) compliance with the applicable requirements of the Securities Act, the Exchange Act and the Canadian Securities Laws, including the filing with the SEC of the Form S-4 F-4 (including the Joint Proxy Statement/Prospectus) and the filing of the Management Information Circular with the U.S. Canadian Securities and Exchange Commission (the “SEC”) and any amendments or supplements thereto and declaration of effectiveness of the Form S-4Administrators, (iiiviii) the U.S. Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder (the “Exchange Act”), (iv) compliance with the rules and regulations of the New York Stock ExchangeNYSE and the TSX, (vix) compliance with any applicable foreign or state securities or blue sky laws and (x) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) and (vi) the approvals other consents and/or notices set forth in on Section 3.3(b4.3(c) of the Company Parent Disclosure Schedule (covering the applicable laws or other legal restraints of foreign countries designed to govern competition or trade regulation or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)) Schedules (clauses (i) – through (vix), collectively, the “Transaction Parent Approvals”), no and other than any consent, approval, authorization, consentpermit, orderaction, license, permit filing or approval of, or registration, declaration, notice or filing with, any Governmental Entity is required to be made or obtained under applicable Law for the consummation by the Company of the transactions contemplated by this Agreement, except for such authorizations, consents, orders, licenses, permits, approvals, registrations, declarations, notices and filings that are not required to be made or obtained prior to the consummation of such transactions or that notification the failure of which to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect.
(cd) The execution Assuming compliance with the matters referenced in Section 4.3(c) and receipt of the Parent Approvals and the Parent Shareholder Approval, the execution, delivery and performance by the Company Parent and each Merger Sub of this Agreement does not, and (assuming the Transaction Approvals are obtained) the consummation by Parent and each Merger Sub of the Mergers and the other transactions contemplated hereby, do not and compliance with the provisions hereof will not, not (i) require any consent contravene or approval under, violate, conflict with, result in any breach with the organizational or governing documents of Parent or any loss of its Subsidiaries, (ii) contravene or conflict with or constitute a violation of any benefit under, constitute a change provision of control any Law binding on or default under, or result in termination or give applicable to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than Company Permitted Liens) upon any of the respective properties or assets of the Company Parent or any of its Subsidiaries pursuant toor any of their respective properties or assets, or (iii) result in any Contract violation of, or default (with or without notice or lapse of time, or both) under, or give rise to which a right of termination, cancellation or acceleration of any obligation or to the Company loss of a benefit under any Contract, instrument, permit, concession, franchise, right or license binding on Parent or any of its Subsidiaries is a party Subsidiaries, other than, in the case of clauses (ii) and (iii), any such contravention, conflict, violation, default, termination, cancellation, acceleration, right, loss or by which it or any of its respective properties or assets is bound, except as Lien that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (ii) conflict with or result in any violation of any provision of the Company Organizational Documents or (iii) conflict with or violate any applicable Laws except as would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Kansas City Southern), Merger Agreement (Canadian Pacific Railway LTD/Cn)
Corporate Authority Relative to this Agreement; Consents and Approvals; No Violation. (a) The Company Each of Parent and Merger Sub has the requisite all necessary corporate power and authority to execute and deliver enter into this Agreement and, subject to adoption of this Agreement by holders of two-thirds of the outstanding Company Common Shares entitled to vote thereon (the “Company Shareholder Approval”), and to consummate the transactions contemplated hereby, including the MergersMerger and the Financing. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the Company consummation by each of them of the transactions contemplated hereby, including the Merger and the Financing, have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other corporate action or proceedings on the part of either Parent or Merger Sub, or other vote of Parent’s or Merger Sub’s stockholders, is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated hereby, including the Mergers, have been duly and validly authorized by the Company Board and, except for the Company Shareholder Approval and the filing of the Initial Certificates of Merger and the Subsequent Certificates of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, no other corporate action or proceedings on the part of the Company or vote of the Company’s shareholders are necessary to authorize the execution and delivery by the Company of this Agreement or the consummation of the transactions contemplated hereby, including the MergersFinancing. The Company Board of Directors of each of Parent and Merger Sub has unanimously (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Mergers, Merger are advisable, fair to and in the best interests of Parent’s or Merger Sub’s (as the Company case may be) stockholders and its shareholders, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Mergers, (iii) resolved to recommend that the holders of Company Common Shares adopt this Agreement (the “Company Recommendation”) and (iv) directed that the adoption of this Agreement be submitted for consideration by the Company’s shareholders at a meeting thereofMerger. This Agreement has been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Substhe Company, this Agreement constitutes the legal, valid and binding agreement of the Company Parent and Merger Sub and is enforceable against the Company Parent and Merger Sub in accordance with its terms, except as such enforcement may be subject to applicable bankruptcy, reorganization, fraudulent conveyance, insolvency, moratorium or other similar Laws affecting creditor’s rights generally and the availability of equitable relief and any implied covenant of good faith and fair dealing (the “Enforceability Exceptions”).
(b) Other than in connection with or in compliance with (i) the filing of the Initial Certificates of Merger and the Subsequent Certificates of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, (ii) the filing of the Form S-4 (including the Joint Proxy Statement/Prospectus) with the U.S. Securities and Exchange Commission (the “SEC”) and any amendments or supplements thereto and declaration of effectiveness of the Form S-4, (iii) the U.S. Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder (the “Exchange Act”), (iv) the rules and regulations of the New York Stock Exchange, (v) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) and (vi) the approvals set forth in Section 3.3(b) of the Company Disclosure Schedule (covering the applicable laws or other legal restraints of foreign countries designed to govern competition or trade regulation or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)) (clauses (i) – (vi), collectively, the “Transaction Approvals”), no authorization, consent, order, license, permit or approval of, or registration, declaration, notice or filing with, any Governmental Entity is required to be made or obtained obtained, under applicable Law Law, for the consummation by the Company Parent or Merger Sub of the transactions contemplated by this Agreement, including the Financing, except for such authorizations, consents, orders, licenses, permits, approvals, registrations, declarations, notices and filings that are not required to be made or obtained prior to the consummation of such transactions or that the failure to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect.
(c) The execution and delivery by the Company Parent and Merger Sub of this Agreement does not, and (assuming the Transaction Approvals are obtained) the consummation of the transactions contemplated hereby, including the Financing, and compliance with the provisions hereof will not, (i) require any consent or approval under, violate, conflict with, result in any breach of loss, or any loss suspension, limitation or impairment of any benefit underright of Parent or Merger Sub to own or use any assets required for the conduct of their business or result in any violation of, constitute a change of control or default (with or without notice or lapse of time, or both) under, or result in termination or give rise to others any a right of termination, vestingcancellation, amendmentfirst offer, first refusal, modification or acceleration or cancellation of, or trigger the grant of any material rights or material change to the payment terms under, any obligation or to the loss of a benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, Contract, instrument, Permit, concession, franchise, right or license binding upon Parent or Merger Sub or by which or to which any of their respective properties, rights or assets are bound or subject or result in the creation of a Lien (any Liens other than Company Permitted Liens) , in each case, upon any of the respective properties or assets of the Company Parent or Merger Sub, except for any of its Subsidiaries pursuant to, any Contract to which the Company or any of its Subsidiaries is a party or by which it or any of its respective properties or assets is bound, except foregoing as would not reasonably be expected to haveexpected, individually or in the aggregate, to have a Company Parent Material Adverse Effect, (ii) conflict with or result in any violation of any provision of the Company Organizational Documents charter or bylaws or other equivalent organizational document, of Parent or Merger Sub or (iii) conflict with or violate any provision of the organizational documents of any Significant Subsidiary of Parent (other than Merger Sub, to the extent it would be a Significant Subsidiary) or any applicable Laws Laws, in each case except as would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Sherwin Williams Co), Merger Agreement (Valspar Corp)
Corporate Authority Relative to this Agreement; Consents and Approvals; No Violation. (a) The Company Each of Parent and each Merger Sub has the requisite corporate power or limited liability power, as applicable, and authority to execute and deliver this Agreement and, subject to adoption the approval of this Agreement the Parent Share Issuance by a majority of the votes cast by holders of two-thirds outstanding shares of the outstanding Company Parent Common Shares entitled to vote thereon Stock (the “Company Shareholder Parent Stockholder Approval”), to consummate the transactions contemplated hereby, including the Mergers. The execution, delivery and performance by the Company Parent and each Merger Sub of this Agreement and the consummation by each of them of the transactions contemplated hereby, including the Mergers, have been duly and validly authorized by the Company Parent Board and the Board of Directors of Merger Sub I and the managers of Merger Sub II and, except for the Company Shareholder adoption of this Agreement by Parent, as the sole stockholder of Merger Sub I and as the sole member of Merger Sub II (which such adoption shall occur immediately following the execution of this Agreement), the Parent Stockholder Approval and the filing of the Initial Certificates of Merger and the Subsequent Certificates of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, no other corporate action or proceedings on the part of the Company Parent or either Merger Sub, or other vote of the CompanyParent’s shareholders stockholders, Merger Sub’s sole shareholder or Merger Sub II’s sole member, are necessary to authorize the execution and delivery by the Company of this Agreement or the consummation of the transactions contemplated hereby, including the Mergers. Parent and
(i) The Company Parent Board has (iA) determined that the transactions contemplated by this Agreement, including the Mergers, are advisable, fair to and in the best interests of the Company Parent and its shareholdersstockholders, (iiB) declared it advisable to enter into this Agreement (C) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Mergers, (iiiD) resolved to recommend that the holders of Company Parent Common Shares adopt this Agreement Stock approve the Parent Share Issuance (the “Company Parent Recommendation”) and (ivE) directed that the adoption of this Agreement Parent Share Issuance be submitted for consideration by the CompanyParent’s shareholders stockholders at a meeting thereof, (ii) the Board of Directors of Merger Sub I has (A) determined that the transactions contemplated by this Agreement, including the Mergers, are advisable, fair to and in the best interests of Merger Sub I and its sole shareholder, (B) approved the Mergers, on the terms and subject to the conditions set forth in this Agreement, (C) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Mergers and (D) resolved to recommend that the sole shareholder of Merger Sub I adopt this Agreement and (iii) the managers of Merger Sub II have (A) determined that the transactions contemplated by this Agreement, including the Mergers, are advisable, fair to and in the best interests of Merger Sub II and its sole member, (B) approved the Mergers, on the terms and subject to the conditions set forth in this Agreement, (C) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Mergers and (D) resolved to recommend that the sole member of Merger Sub II adopt this Agreement. This Agreement has been duly and validly executed and delivered by the Company Parent and Merger Subs and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Substhe Company, this Agreement constitutes the legal, valid and binding agreement of the Company Parent and Merger Subs and is enforceable against the Company Parent and Merger Subs in accordance with its terms, except as such enforcement may be subject to applicable bankruptcy, reorganization, fraudulent conveyance, insolvency, moratorium or other similar Laws affecting creditor’s rights generally and the availability of equitable relief and any implied covenant of good faith and fair dealing (the “Enforceability Exceptions”).
(b) Other than in connection with or in compliance with (i) the filing of the Initial Certificates of Merger and the Subsequent Certificates of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, (ii) the filing of the Form S-4 (including the Joint Proxy Statement/Prospectus) with the U.S. Securities and Exchange Commission (the “SEC”) and any amendments or supplements thereto and declaration of effectiveness of the Form S-4, (iii) the U.S. Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder (the “Exchange Act”), (iv) the rules and regulations of the New York Stock Exchange, (v) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) and (vi) the approvals set forth in Section 3.3(b) of the Company Disclosure Schedule (covering the applicable laws or other legal restraints of foreign countries designed to govern competition or trade regulation or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)) (clauses (i) – (vi), collectively, the “Transaction Approvals”), no authorization, consent, order, license, permit or approval of, or registration, declaration, notice or filing with, any Governmental Entity is required to be made or obtained under applicable Law for the consummation by the Company Parent or either Merger Sub of the transactions contemplated by this Agreement, except for such authorizations, consents, orders, licenses, permits, approvals, registrations, declarations, notices and filings that are not required to be made or obtained prior to the consummation of such transactions or that the failure to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect.
(c) The execution and delivery by the Company Parent and Merger Subs of this Agreement does not, and (assuming the Transaction Approvals are obtained) the consummation of the transactions contemplated hereby, and compliance with the provisions hereof will not, (i) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control or default under, or result in termination or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than Company Parent Permitted Liens) upon any of the respective properties or assets of the Company Parent, either Merger Sub or any of its their Subsidiaries pursuant to, any Contract to which the Company Parent, either Merger Sub or any of its their Subsidiaries is a party or by which it they or any of its their respective properties or assets is bound, except as would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect, (ii) conflict with or result in any violation of any provision of the Company Parent Organizational Documents or (iii) conflict with or violate any applicable Laws except as would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Synnex Corp), Merger Agreement (Synnex Corp)
Corporate Authority Relative to this Agreement; Consents and Approvals; No Violation. (a) The Company Each of Parent and Merger Sub has the all requisite corporate power and authority to execute and deliver enter into this Agreement and, subject to adoption receipt of this Agreement by holders of two-thirds of the outstanding Company Common Shares entitled to vote thereon (the “Company Parent Shareholder Approval”), to perform its obligations hereunder and to consummate the transactions contemplated hereby. Except for (i) the Parent Shareholder Approval, including (ii) the Mergers. The execution, delivery and performance by the Company adoption of this Agreement by Parent, as the sole stockholder of Merger Sub (which such adoption shall occur immediately following the execution of this Agreement), and the consummation of the transactions contemplated hereby, including the Mergers, have been duly and validly authorized by the Company Board and, except for the Company Shareholder Approval and (iii) the filing of the Initial Certificates of Merger and the Subsequent Certificates Certificate of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, no other corporate action or proceedings on the part of the Company Parent or vote of the Company’s shareholders Merger Sub are necessary to authorize the execution and delivery by the Company of this Agreement or the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub, including and, assuming this Agreement constitutes a valid and binding agreement of the Mergers. The Company Board has Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the Enforceability Exceptions.
(i) The Parent Board at a duly called and held meeting has unanimously (A) determined that the transactions contemplated by this Agreement, including the Mergers, are advisable, fair to and it is in the best interests of the Company and its shareholdersParent to enter into this Agreement, (iiB) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the MergersMerger and the Debt Financing, and (iiiC) resolved to recommend that the holders of Company Parent Common Shares adopt this Agreement approve the Parent Share Issuance (the “Company Parent Recommendation”) and (iv) directed that the adoption of this Agreement such matter be submitted for consideration by of the Company’s shareholders of Parent at a meeting thereof. This Agreement the Parent Shareholder Meeting; and (ii) the board of directors of Merger Sub has been duly unanimously (A) determined that it is in the best interests of Merger Sub and validly executed its sole stockholder, and delivered by declared it advisable, to enter into this Agreement, (B) approved the Company andexecution, assuming delivery and performance of this Agreement constitutes and the legalconsummation of the transactions contemplated hereby, valid including the Merger, and binding agreement (C) resolved to recommend that the sole stockholder of Merger Sub adopt this Agreement and directed that such matter be submitted for consideration of the sole stockholder of Merger Sub.
(c) The execution, delivery and performance by Parent and Merger Subs, Sub of this Agreement constitutes and the legal, valid and binding agreement consummation of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to applicable bankruptcy, reorganization, fraudulent conveyance, insolvency, moratorium or other similar Laws affecting creditor’s rights generally Merger and the availability other transactions contemplated hereby by Parent and Merger Sub do not and will not require Parent, Merger Sub or any of equitable relief and their Subsidiaries to procure, make or provide prior to the Closing Date any implied covenant of good faith and fair dealing (the “Enforceability Exceptions”).
(b) Other than in connection consent, approval, authorization or permit of, action by, filing with or in compliance with notification to any Governmental Entity, other than (i) the filing of the Initial Certificates Certificate of Merger and the Subsequent Certificates of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of DelawareMerger, (ii) compliance with any applicable requirements of any U.S. or foreign Antitrust Laws, (iii) compliance with the applicable requirements of the Securities Act, the Exchange Act and the Canadian Securities Laws, including the filing with the SEC of the Form S-4 US Registration Statement (including the Joint Proxy Statement/Prospectus) and the filing of the Management Information Circular with the U.S. Canadian Securities and Exchange Commission (the “SEC”) and any amendments or supplements thereto and declaration of effectiveness of the Form S-4, (iii) the U.S. Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder (the “Exchange Act”)Administrators, (iv) compliance with the rules and regulations of the New York Stock ExchangeTSX, (v) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) compliance with any applicable foreign or state securities or blue sky Laws and (vi) the other consents, approvals or notices set forth in on Section 3.3(b4.3(c) of the Company Parent Disclosure Schedule (covering the applicable laws or other legal restraints of foreign countries designed to govern competition or trade regulation or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)) Schedules (clauses (i) – through (vi), collectively, the “Transaction Parent Approvals”), no and other than any consent, approval, authorization, consentpermit, orderaction, license, permit filing or approval of, or registration, declaration, notice or filing with, any Governmental Entity is required to be made or obtained under applicable Law for the consummation by the Company of the transactions contemplated by this Agreement, except for such authorizations, consents, orders, licenses, permits, approvals, registrations, declarations, notices and filings that are not required to be made or obtained prior to the consummation of such transactions or that notification the failure of which to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect.
(cd) The execution Assuming compliance with the matters referenced in Section 4.3(c) and receipt of the Parent Approvals and the Parent Shareholder Approval, the execution, delivery and performance by the Company Parent and Merger Sub of this Agreement does not, and (assuming the Transaction Approvals are obtained) the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby, do not and compliance with the provisions hereof will not, not (i) contravene or conflict with the Organizational Documents of (A) Parent or (B) any of its Subsidiaries, (ii) contravene or conflict with or constitute a violation of any provision of any Law binding on or applicable to Parent or any of its Subsidiaries or any of their respective properties or assets, (iii) require any consent consent, waiver or approval under, violate, conflict withapproval, result in any breach of or any loss of any benefit underviolation of, constitute a change of control or default (with or without notice or lapse of time or both would become a default) under, or result in termination or give rise to others any a right of termination, vestingcancellation or acceleration of any obligation or to the loss of a benefit under any Contract, amendmentinstrument, acceleration permit, concession, franchise, right or cancellation oflicense binding on Parent or any of its Subsidiaries, or (iv) result in the creation of a Lien (other than Company Permitted LiensLien) upon any other than, in the case of the respective properties or assets of the Company or any of its Subsidiaries pursuant toclauses (ii), (iii) and (iv), any Contract to which the Company such contravention, conflict, violation, default, termination, cancellation, acceleration, right, loss or any of its Subsidiaries is a party or by which it or any of its respective properties or assets is bound, except as Lien that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (ii) conflict with or result in any violation of any provision of the Company Organizational Documents or (iii) conflict with or violate any applicable Laws except as would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Enerflex Ltd.), Merger Agreement (Exterran Corp)
Corporate Authority Relative to this Agreement; Consents and Approvals; No Violation. (a) The Company has the all requisite corporate power and authority to execute and deliver enter into this Agreement and, subject to adoption of this Agreement by holders of two-thirds receipt of the outstanding Company Common Shares entitled Stockholder Approval, to vote thereon (the “Company Shareholder Approval”), perform its obligations hereunder and to consummate the transactions contemplated hereby, including the Mergers. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, including the Mergers, have been duly and validly authorized by the Company Board and, except Except for the Company Shareholder Stockholder Approval and the filing of the Initial Certificates of Merger and the Subsequent Certificates Certificate of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, no other corporate action or proceedings on the part of the Company or vote of the Company’s shareholders are necessary to authorize the execution and delivery by the Company of this Agreement or the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company, including and, assuming this Agreement constitutes the Mergers. valid and binding agreement of Parent and Merger Sub, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”).
(b) The Company Board at a duly called and held meeting has unanimously (i) determined that the transactions contemplated by this Agreement, including the Mergers, are advisable, fair to and it is in the best interests of the Company and its shareholdersstockholders, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the Merger and the other transactions contemplated hereby, including the Mergers, hereby and (iii) resolved to recommend that the holders stockholders of the Company Common Shares adopt this Agreement (the “Company Recommendation”) and (iv) directed that the adoption of this Agreement such matter be submitted for consideration by of the Company’s shareholders stockholders of the Company at a meeting thereof. This Agreement has been duly the Company Stockholder Meeting.
(c) The execution, delivery and validly executed and delivered performance by the Company and, assuming of this Agreement constitutes and the legal, valid and binding agreement of Parent and Merger Subs, this Agreement constitutes the legal, valid and binding agreement consummation of the Company Merger and is enforceable against the other transactions contemplated hereby by the Company in accordance do not and will not require the Company or any of its Subsidiaries to procure, make or provide prior to the Closing Date any consent, approval, authorization or permit of, action by, filing with its termsor notification to any United States or foreign, except as such enforcement may be subject to applicable bankruptcystate, reorganizationprovincial, fraudulent conveyanceterritorial or local governmental or regulatory agency, insolvencycommission, moratorium court, arbitrator, body, entity or other similar Laws affecting creditor’s rights generally and the availability of equitable relief and any implied covenant of good faith and fair dealing authority (the each, a “Enforceability ExceptionsGovernmental Entity”).
(b) Other , other than in connection with or in compliance with (i) the filing of the Initial Certificates Certificate of Merger and the Subsequent Certificates of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of DelawareMerger, (ii) compliance with any applicable requirements of any U.S. or foreign Antitrust Laws, (iii) compliance with the applicable requirements of the Securities Act and the Exchange Act, including the filing with the SEC of the Form S-4 US Registration Statement (including the Joint Proxy Statement/Prospectus) with the U.S. Securities and Exchange Commission (the “SEC”) and any amendments or supplements thereto and declaration of effectiveness of the Form S-4, (iii) the U.S. Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder (the “Exchange Act”), (iv) compliance with the rules and regulations of the New York Stock ExchangeNYSE, (v) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) compliance with any applicable foreign or state securities or blue sky Laws and (vi) the other consents, approvals or notices set forth in on Section 3.3(b3.3(c) of the Company Disclosure Schedule (covering the applicable laws or other legal restraints of foreign countries designed to govern competition or trade regulation or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)) Schedules (clauses (i) – through (vi), collectively, the “Transaction Company Approvals”), no and other than any consent, approval, authorization, consentpermit, orderaction, license, permit filing or approval of, or registration, declaration, notice or filing with, any Governmental Entity is required to be made or obtained under applicable Law for the consummation by the Company of the transactions contemplated by this Agreement, except for such authorizations, consents, orders, licenses, permits, approvals, registrations, declarations, notices and filings that are not required to be made or obtained prior to the consummation of such transactions or that notification the failure of which to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(cd) The execution Assuming compliance with the matters referenced in Section 3.3(c) and receipt of the Company Approvals and the Company Stockholder Approval, the execution, delivery and performance by the Company of this Agreement does not, and (assuming the Transaction Approvals are obtained) the consummation by the Company of the Merger and the other transactions contemplated hereby, do not and compliance with the provisions hereof will not, not (i) contravene or conflict with the Organizational Documents of (A) the Company or (B) any of its Subsidiaries, (ii) contravene or conflict with or constitute a violation of any provision of any Law binding on or applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, (iii) require any consent consent, waiver or approval under, violate, conflict withapproval, result in any breach of or any loss of any benefit underviolation of, constitute a change of control or default (or an event that with or without notice or lapse of time or both would become a default) under, or result in termination or give rise to others any a right of termination, vestingcancellation or acceleration of any obligation or to the loss of a benefit under any Contract, amendmentinstrument, acceleration permit, concession, franchise, right or cancellation oflicense binding on the Company or any of its Subsidiaries, or (iv) result in the creation of a Lien (other than Company Permitted Liens) upon any of the respective properties or assets of the Company or any of its Subsidiaries pursuant toLien), any Contract to which the Company or any of its Subsidiaries is a party or by which it or any of its respective properties or assets is boundother than, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, case of clauses (ii) conflict with or result in any violation of any provision of the Company Organizational Documents or ), (iii) conflict with and (iv), any such contravention, conflict, violation, default, termination, cancellation, acceleration, right, loss or violate any applicable Laws except as Lien that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Enerflex Ltd.), Merger Agreement (Exterran Corp)
Corporate Authority Relative to this Agreement; Consents and Approvals; No Violation. (a) The Company Buyer has the requisite corporate limited partnership power and authority to execute and deliver this Agreement and, subject and the Ancillary Documents to adoption of this Agreement by holders of two-thirds of the outstanding Company Common Shares entitled to vote thereon (the “Company Shareholder Approval”), which it is a party and to consummate the transactions contemplated hereby, including the MergersAsset Purchase. The execution, delivery and performance by the Company Buyer of this Agreement and the Ancillary Documents to which it is a party and the consummation by Buyer of the transactions contemplated hereby, including the Asset Purchase, have been duly and validly authorized by the general partner of Buyer and, no other action or proceedings on the part of Buyer, or vote of Buyer’s partners, are necessary to authorize the execution and delivery by Buyer of this Agreement and the Ancillary Documents to which it is a party and the consummation of the transactions contemplated hereby, including the Mergers, have been duly and validly authorized by the Company Board and, except for the Company Shareholder Approval and the filing of the Initial Certificates of Merger and the Subsequent Certificates of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, no other corporate action or proceedings on the part of the Company or vote of the Company’s shareholders are necessary to authorize the execution and delivery by the Company of this Agreement or the consummation of the transactions contemplated hereby, including the MergersAsset Purchase. The Company Board has (i) determined that the transactions contemplated by this Agreement, including the Mergers, are advisable, fair to and in the best interests of the Company and its shareholders, (ii) approved the execution, delivery and performance of this This Agreement and the consummation of the transactions contemplated hereby, including the Mergers, (iii) resolved Ancillary Documents to recommend that the holders of Company Common Shares adopt this Agreement (the “Company Recommendation”) and (iv) directed that the adoption of this Agreement be submitted for consideration by the Company’s shareholders at which it is a meeting thereof. This Agreement has party have been duly and validly executed and delivered by the Company Buyer and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger SubsSellers, this Agreement constitutes and the Ancillary Documents to which it is a party constitute the legal, valid and binding agreement agreements of the Company Buyer and is are enforceable against the Company Buyer in accordance with its their terms, except as such enforcement may be subject to applicable bankruptcy, reorganization, fraudulent conveyance, insolvency, moratorium or other similar Laws affecting creditor’s rights generally and the availability of equitable relief and any implied covenant of good faith and fair dealing (the “Enforceability Exceptions”).
(b) Other than in connection with or in compliance with (i) the filing of the Initial Certificates of Merger and the Subsequent Certificates of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, (ii) the filing of the Form S-4 (including the Joint Proxy Statement/Prospectus) with the U.S. Securities and Exchange Commission (the “SEC”) and any amendments or supplements thereto and declaration of effectiveness of the Form S-4, (iii) the U.S. Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder (the “Exchange Act”), (iv) the rules and regulations of the New York Stock Exchange, (v) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) and (vi) the approvals set forth in Section 3.3(b) of the Company Disclosure Schedule (covering the applicable laws or other legal restraints of foreign countries designed to govern competition or trade regulation or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)) (clauses (i) – (vi), collectively, the “Transaction Approvals”), no authorization, consent, order, license, permit or approval of, or registration, declaration, notice or filing with, any Governmental Entity or other third party, is required to be made or obtained obtained, under applicable Law Law, for the consummation by the Company Buyer of the transactions contemplated by this Agreementhereby, including the Asset Purchase, except for such authorizations, consents, orders, licenses, permits, approvals, registrations, declarations, notices and filings that are not required to be made or obtained prior to the consummation of such transactions or that the failure to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effecttransactions.
(c) The execution and delivery by the Company Buyer of this Agreement does not, and (assuming the Transaction Approvals are obtained) the consummation of the transactions contemplated hereby, including the Asset Purchase, and compliance with the provisions hereof will not, (i) require the making by Buyer of any consent declaration, filing or approval under, violate, conflict registration with, result in any breach of or any loss of any benefit underPerson, constitute a change of control or default under, or result in termination or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than Company Permitted Liens) upon any of filings with the respective properties or assets of the Company or any of its Subsidiaries pursuant to, any Contract to which the Company or any of its Subsidiaries is a party or by which it or any of its respective properties or assets is bound, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectBankruptcy Court, (ii) conflict with or result in any violation of any provision of the Company Organizational Documents of Buyer or (iii) conflict with or violate any applicable Laws except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectLaws.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Aceto Corp), Asset Purchase Agreement
Corporate Authority Relative to this Agreement; Consents and Approvals; No Violation. (a) The Company Each of Parent and the Merger Subs has the all requisite corporate power and authority to execute and deliver enter into this Agreement and, subject to adoption of this Agreement by holders of two-thirds receipt of the outstanding Company Common Shares entitled to vote thereon (the “Company Parent Shareholder Approval”), to perform its obligations hereunder and to consummate the transactions contemplated hereby. Except for (i) the Parent Shareholder Approval, including (ii) the Mergersadoption of this Agreement by Parent, as the sole stockholder of Surviving Merger Sub (which such adoption shall occur immediately following the execution of this Agreement), (iii) the approval of this Agreement by Parent, as the sole stockholder of First Merger Sub (which such approval shall occur immediately following the execution of this Agreement) and (iv) the filing of the First Certificate of Merger and the Second Certificate of Merger with the Secretary of State of the State of Delaware, no other proceedings on the part of Parent or either Merger Sub are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and each Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, this Agreement constitutes the valid and binding agreement of Parent and each Merger Sub, enforceable against each of Parent and each Merger Sub in accordance with its terms, subject to the Enforceability Exceptions.
(i) The Parent Board at a duly called and held meeting has unanimously (A) determined that it is in the best interests of Parent to enter into this Agreement, (B) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, including the Mergers, have been duly and validly authorized by the Company Board and, except for the Company Shareholder Approval Mergers and the filing Debt Financing and (C) resolved to recommend that the holders of Parent Common Shares approve the Parent Share Issuance (the “Parent Recommendation”) and directed that such matter be submitted for consideration of the Initial Certificates shareholders of Parent at the Parent Shareholder Meeting; (ii) the board of directors of Surviving Merger and the Subsequent Certificates of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, no other corporate action or proceedings on the part of the Company or vote of the Company’s shareholders are necessary to authorize the execution and delivery by the Company of this Agreement or the consummation of the transactions contemplated hereby, including the Mergers. The Company Board Sub has unanimously (iA) determined that the transactions contemplated by this Agreement, including the Mergers, are advisable, fair to and it is in the best interests of the Company Surviving Merger Sub and its shareholderssole stockholder, and declared it advisable, to enter into this Agreement, (iiB) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Mergers, and (iiiC) resolved to recommend that the holders sole stockholder of Company Common Shares Surviving Merger Sub adopt this Agreement (the “Company Recommendation”) and (iv) directed that the adoption of this Agreement such matter be submitted for consideration by of the Company’s shareholders at a meeting thereof. This Agreement sole stockholder of Surviving Merger Sub; and (i) the board of directors of First Merger Sub has been duly unanimously (A) determined that it is in the best interests of First Merger Sub and validly executed its sole stockholder, and delivered by declared it advisable, to enter into this Agreement, (B) approved the Company andexecution, assuming delivery and performance of this Agreement constitutes and the legalconsummation of the transactions contemplated hereby, valid including the Mergers and binding agreement (C) resolved to recommend that the sole stockholder of Parent and First Merger Subs, Sub approve this Agreement constitutes the legal, valid and binding agreement directed that such matter be submitted for consideration of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to applicable bankruptcy, reorganization, fraudulent conveyance, insolvency, moratorium or other similar Laws affecting creditor’s rights generally and the availability sole stockholder of equitable relief and any implied covenant of good faith and fair dealing (the “Enforceability Exceptions”)First Merger Sub.
(bc) Other than in connection The execution, delivery and performance by Parent and each Merger Sub of this Agreement and the consummation of the Mergers and the other transactions contemplated hereby by Parent and each Merger Sub do not and will not require Parent, either Merger Sub or any of their Subsidiaries to procure, make or provide prior to the Closing Date any consent, approval, authorization or permit of, action by, filing with or in compliance with notification to any Governmental Entity or other third party, other than (i) the filing of the Initial Certificates First Certificate of Merger and the Subsequent Certificates Second Certificate of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of DelawareMerger, (ii) authorizations from, or such other actions as are required to be made with or obtained from, the STB, (iii) authorizations from, or such other actions as are required to be made with or obtained from, the FCC, (iv) compliance with any applicable requirements of any Antitrust Laws, (v) authorizations from, or such other actions as are required to be made with or obtained from, the COFECE and the IFT, (vi) the filing of notices with the ARTF and the SCT, (vii) compliance with the applicable requirements of the Securities Act, the Exchange Act and the Canadian Securities Laws, including the filing with the SEC of the Form S-4 F-4 (including the Joint Proxy Statement/Prospectus) and the filing of the Management Information Circular with the U.S. Canadian Securities and Exchange Commission (the “SEC”) and any amendments or supplements thereto and declaration of effectiveness of the Form S-4Administrators, (iiiviii) the U.S. Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder (the “Exchange Act”), (iv) compliance with the rules and regulations of the New York Stock ExchangeNYSE and the TSX, (vix) compliance with any applicable foreign or state securities or blue sky laws and (x) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) and (vi) the approvals other consents and/or notices set forth in on Section 3.3(b4.3(c) of the Company Parent Disclosure Schedule (covering the applicable laws or other legal restraints of foreign countries designed to govern competition or trade regulation or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)) Schedules (clauses (i) – through (vix), collectively, the “Transaction Parent Approvals”), no and other than any consent, approval, authorization, consentpermit, orderaction, license, permit filing or approval of, or registration, declaration, notice or filing with, any Governmental Entity is required to be made or obtained under applicable Law for the consummation by the Company of the transactions contemplated by this Agreement, except for such authorizations, consents, orders, licenses, permits, approvals, registrations, declarations, notices and filings that are not required to be made or obtained prior to the consummation of such transactions or that notification the failure of which to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect.
(cd) The execution Assuming compliance with the matters referenced in Section 4.3(c) and receipt of the Parent Approvals and the Parent Shareholder Approval, the execution, delivery and performance by the Company Parent and each Merger Sub of this Agreement does not, and (assuming the Transaction Approvals are obtained) the consummation by Parent and each Merger Sub of the Mergers and the other transactions contemplated hereby, do not and compliance with the provisions hereof will not, not (i) require any consent contravene or approval under, violate, conflict with, result in any breach with the organizational or governing documents of Parent or any loss of its Subsidiaries, (ii) contravene or conflict with or constitute a violation of any benefit under, constitute a change provision of control any Law binding on or default under, or result in termination or give applicable to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than Company Permitted Liens) upon any of the respective properties or assets of the Company Parent or any of its Subsidiaries pursuant toor any of their respective properties or assets, or (iii) result in any Contract violation of, or default (with or without notice or lapse of time, or both) under, or give rise to which a right of termination, cancellation or acceleration of any obligation or to the Company loss of a benefit under any Contract, instrument, permit, concession, franchise, right or license binding on Parent or any of its Subsidiaries is a party Subsidiaries, other than, in the case of clauses (ii) and (iii), any such contravention, conflict, violation, default, termination, cancellation, acceleration, right, loss or by which it or any of its respective properties or assets is bound, except as Lien that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (ii) conflict with or result in any violation of any provision of the Company Organizational Documents or (iii) conflict with or violate any applicable Laws except as would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect.
Appears in 2 contracts
Samples: Voting Trust Agreement (Canadian Pacific Railway LTD/Cn), Merger Agreement (Canadian Pacific Railway LTD/Cn)
Corporate Authority Relative to this Agreement; Consents and Approvals; No Violation. (a) The Company has the requisite corporate power and authority to execute and deliver enter into this Agreement and, subject to adoption of this Agreement by holders of two-thirds receipt of the outstanding Company Common Shares entitled Stockholder Approval, to vote thereon (the “Company Shareholder Approval”), perform its obligations hereunder and to consummate the transactions contemplated hereby, including the Mergers. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, including the Mergers, have been duly and validly authorized by the Company Board and, except Except for the Company Shareholder Stockholder Approval and the filing of the Initial Certificates of Merger and the Subsequent Certificates Certificate of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, no other corporate action or proceedings on the part of the Company or vote of the Company’s shareholders are necessary to authorize the execution and delivery by the Company of this Agreement or the consummation of the transactions contemplated hereby, including the Mergers. The Company Board has (i) determined that the transactions contemplated by this Agreement, including the Mergers, are advisable, fair to and in the best interests of the Company and its shareholders, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Mergers, (iii) resolved to recommend that the holders of Company Common Shares adopt this Agreement (the “Company Recommendation”) and (iv) directed that the adoption of this Agreement be submitted for consideration by the Company’s shareholders at a meeting thereof. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger SubsSub, this Agreement constitutes the legal, valid and binding agreement of the Company and is Company, enforceable against the Company in accordance with its terms, except as that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, insolvency, moratorium or other similar Laws affecting creditor’s Laws, now or hereafter in effect, relating to creditors’ rights generally and the availability (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any implied covenant of good faith and fair dealing proceeding therefor may be brought (collectively, the “Enforceability Exceptions”).
(b) Other than The Company Board at a duly called and held meeting has unanimously (i) determined that it is in connection the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the Merger and the other transactions contemplated hereby and (iii) resolved to recommend that the stockholders of the Company adopt this Agreement (the “Company Recommendation”) and directed that such matter be submitted for consideration of the stockholders of the Company at the Company Stockholder Meeting.
(c) The execution, delivery and performance by the Company of this Agreement and the consummation of the Merger and the other transactions contemplated hereby by the Company do not and will not require the Company or any of its Subsidiaries to procure, make or provide prior to the Closing Date any consent, approval, authorization or permit of, action by, filing with or in compliance with notification to any United States or foreign, state, provincial, territorial or local governmental or regulatory agency, commission, court, body, entity or authority (each, a “Governmental Entity”), other than (i) the filing of the Initial Certificates Certificate of Merger and the Subsequent Certificates of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of DelawareMerger, (ii) authorizations from, or such other actions as are required to be made with or obtained from, the filing of Surface Transportation Board (the Form S-4 “STB”), (including iii) authorizations from, or such other actions as are required to be made with or obtained from, the Joint Proxy Statement/Prospectus) with the U.S. Securities and Exchange Federal Communications Commission (the “SEC”) and any amendments or supplements thereto and declaration of effectiveness of the Form S-4, (iii) the U.S. Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder (the “Exchange ActFCC”), (iv) compliance with any applicable requirements of any Antitrust Laws, (v) authorizations from, or such other actions as are required to be made with or obtained from, the COFECE and the IFT, (vi) the filing of notices with the ARTF and the SCT, (vii) compliance with the applicable requirements of the Securities Act and the Exchange Act, including the filing with the SEC of the Form F-4 (including the Proxy Statement/Prospectus), (viii) compliance with the rules and regulations of the New York Stock ExchangeNYSE, (vix) compliance with any applicable foreign or state securities or blue sky laws and (x) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) and (vi) the approvals other consents and/or notices set forth in on Section 3.3(b3.3(c) of the Company Disclosure Schedule (covering the applicable laws or other legal restraints of foreign countries designed to govern competition or trade regulation or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)) Schedules (clauses (i) – through (vix), collectively, the “Transaction Company Approvals”), no and other than any consent, approval, authorization, consentpermit, orderaction, license, permit filing or approval of, or registration, declaration, notice or filing with, any Governmental Entity is required to be made or obtained under applicable Law for the consummation by the Company of the transactions contemplated by this Agreement, except for such authorizations, consents, orders, licenses, permits, approvals, registrations, declarations, notices and filings that are not required to be made or obtained prior to the consummation of such transactions or that notification the failure of which to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(cd) The execution Assuming compliance with the matters referenced in Section 3.3(c) and receipt of the Company Approvals and the Company Stockholder Approval, the execution, delivery and performance by the Company of this Agreement does not, and (assuming the Transaction Approvals are obtained) the consummation by the Company of the Merger and the other transactions contemplated hereby, do not and compliance with the provisions hereof will not, not (i) require any consent contravene or approval under, violate, conflict with, result in any breach of with the organizational or any loss of any benefit under, constitute a change of control or default under, or result in termination or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than Company Permitted Liens) upon any of the respective properties or assets governing documents of the Company or any of its Subsidiaries pursuant toSubsidiaries, (ii) contravene or conflict with or constitute a violation of any Contract provision of any Law binding on or applicable to which the Company or any of its Subsidiaries is or any of their respective properties or assets or (iii) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a party right of termination, cancellation or by which it acceleration of any obligation or to the loss of a benefit under any Contract, instrument, permit, concession, franchise, right or license binding on the Company or any of its respective properties or assets is boundSubsidiaries, except as would not reasonably be expected to haveother than, individually or in the aggregate, a Company Material Adverse Effect, case of clauses (ii) conflict with or result in any violation of any provision of the Company Organizational Documents or and (iii) conflict with ), any such contravention, conflict, violation, default, termination, cancellation, acceleration, right or violate any applicable Laws except as loss that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Canadian National Railway Co), Merger Agreement (Kansas City Southern)
Corporate Authority Relative to this Agreement; Consents and Approvals; No Violation. (a) The Company has the requisite corporate power and authority to execute and deliver enter into this Agreement and, subject to adoption of this Agreement by holders of two-thirds receipt of the outstanding Company Common Shares entitled Stockholder Approval, to vote thereon (the “Company Shareholder Approval”), perform its obligations hereunder and to consummate the transactions contemplated hereby, including the Mergers. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, including the Mergers, have been duly and validly authorized by the Company Board and, except Except for the Company Shareholder Stockholder Approval and the filing of the Initial Certificates First Certificate of Merger and the Subsequent Certificates Second Certificate of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, no other corporate action or proceedings on the part of the Company or vote of the Company’s shareholders are necessary to authorize the execution and delivery by the Company of this Agreement or the consummation of the transactions contemplated hereby, including the Mergers. The Company Board has (i) determined that the transactions contemplated by this Agreement, including the Mergers, are advisable, fair to and in the best interests of the Company and its shareholders, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Mergers, (iii) resolved to recommend that the holders of Company Common Shares adopt this Agreement (the “Company Recommendation”) and (iv) directed that the adoption of this Agreement be submitted for consideration by the Company’s shareholders at a meeting thereof. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and each Merger SubsSub, this Agreement constitutes the legal, valid and binding agreement of the Company and is Company, enforceable against the Company in accordance with its terms, except as that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, insolvency, moratorium or other similar Laws affecting creditor’s Laws, now or hereafter in effect, relating to creditors’ rights generally and the availability (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any implied covenant of good faith and fair dealing proceeding therefor may be brought (collectively, the “Enforceability Exceptions”).
(b) Other than The Company Board at a duly called and held meeting has unanimously (i) determined that it is in connection the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the Mergers and the other transactions contemplated hereby and (iii) resolved to recommend that the stockholders of the Company adopt this Agreement (the “Company Recommendation”) and directed that such matter be submitted for consideration of the stockholders of the Company at the Company Stockholder Meeting.
(c) The execution, delivery and performance by the Company of this Agreement and the consummation of the Mergers and the other transactions contemplated hereby by the Company do not and will not require the Company or any of its Subsidiaries to procure, make or provide prior to the Closing Date any consent, approval, authorization or permit of, action by, filing with or in compliance with notification to any United States or foreign, state, provincial, territorial or local governmental or regulatory agency, commission, court, body, entity or authority (each, a “Governmental Entity”), other than (i) the filing of the Initial Certificates First Certificate of Merger and the Subsequent Certificates Second Certificate of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of DelawareMerger, (ii) authorizations from, or such other actions as are required to be made with or obtained from, the filing of Surface Transportation Board (the Form S-4 “STB”), (including iii) authorizations from, or such other actions as are required to be made with or obtained from, the Joint Proxy Statement/Prospectus) with the U.S. Securities and Exchange Federal Communications Commission (the “SEC”) and any amendments or supplements thereto and declaration of effectiveness of the Form S-4, (iii) the U.S. Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder (the “Exchange ActFCC”), (iv) compliance with any applicable requirements of any Antitrust Laws, (v) authorizations from, or such other actions as are required to be made with or obtained from, the COFECE and the IFT, (vi) the filing of notices with the ARTF and the SCT, (vii) compliance with the applicable requirements of the Securities Act and the Exchange Act, including the filing with the SEC of the Form F-4 (including the Proxy Statement/Prospectus), (viii) compliance with the rules and regulations of the New York Stock ExchangeNYSE, (vix) compliance with any applicable foreign or state securities or blue sky laws and (x) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) and (vi) the approvals other consents and/or notices set forth in on Section 3.3(b3.3(c) of the Company Disclosure Schedule (covering the applicable laws or other legal restraints of foreign countries designed to govern competition or trade regulation or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)) Schedules (clauses (i) – through (vix), collectively, the “Transaction Company Approvals”), no and other than any consent, approval, authorization, consentpermit, orderaction, license, permit filing or approval of, or registration, declaration, notice or filing with, any Governmental Entity is required to be made or obtained under applicable Law for the consummation by the Company of the transactions contemplated by this Agreement, except for such authorizations, consents, orders, licenses, permits, approvals, registrations, declarations, notices and filings that are not required to be made or obtained prior to the consummation of such transactions or that notification the failure of which to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(cd) The execution Assuming compliance with the matters referenced in Section 3.3(c) and receipt of the Company Approvals and the Company Stockholder Approval, the execution, delivery and performance by the Company of this Agreement does not, and (assuming the Transaction Approvals are obtained) the consummation by the Company of the Mergers and the other transactions contemplated hereby, do not and compliance with the provisions hereof will not, not (i) require any consent contravene or approval under, violate, conflict with, result in any breach of with the organizational or any loss of any benefit under, constitute a change of control or default under, or result in termination or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than Company Permitted Liens) upon any of the respective properties or assets governing documents of the Company or any of its Subsidiaries pursuant toSubsidiaries, (ii) contravene or conflict with or constitute a violation of any Contract provision of any Law binding on or applicable to which the Company or any of its Subsidiaries is or any of their respective properties or assets or (iii) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a party right of termination, cancellation or by which it acceleration of any obligation or to the loss of a benefit under any Contract, instrument, permit, concession, franchise, right or license binding on the Company or any of its respective properties or assets is boundSubsidiaries, except as would not reasonably be expected to haveother than, individually or in the aggregate, a Company Material Adverse Effect, case of clauses (ii) conflict with or result in any violation of any provision of the Company Organizational Documents or and (iii) conflict with ), any such contravention, conflict, violation, default, termination, cancellation, acceleration, right or violate any applicable Laws except as loss that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Kansas City Southern), Merger Agreement (Canadian Pacific Railway LTD/Cn)
Corporate Authority Relative to this Agreement; Consents and Approvals; No Violation. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement Agreement, and, subject to adoption of this Agreement by holders of two-thirds of the outstanding Company Common Shares entitled to vote thereon (the “Company Shareholder Approval”)Stockholder Approval having occurred, to consummate the transactions contemplated hereby, including the MergersMerger. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, including the MergersMerger, have been duly duly, validly and validly unanimously authorized by the Company Board and, except for the Company Shareholder Stockholder Approval having occurred and the filing of the Initial Certificates of Merger and the Subsequent Certificates Certificate of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, no other corporate action or proceedings on the part of the Company or vote of the Company’s shareholders stockholders are necessary to authorize the execution and delivery by the Company of this Agreement or the consummation of the transactions contemplated hereby, including the Mergers. The Company Board has (i) determined that the transactions contemplated by this Agreement, including the Mergers, are advisable, fair to and in the best interests of the Company and its shareholders, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Mergers, (iii) resolved to recommend that the holders of Company Common Shares adopt this Agreement (the “Company Recommendation”) and (iv) directed that the adoption of this Agreement be submitted for consideration by the Company’s shareholders at a meeting thereofMerger. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger SubsSub, this Agreement constitutes the legal, valid and binding agreement of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to applicable bankruptcy, reorganization, fraudulent conveyance, insolvency, moratorium or other similar Laws affecting creditor’s rights generally and the availability of equitable relief and any implied covenant of good faith and fair dealing (the “Enforceability Exceptions”).
(b) Other than in connection with or in compliance with (i) the filing of the Initial Certificates of Merger and the Subsequent Certificates Certificate of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, (ii) the filing requirements of the Form S-4 (applicable U.S. federal securities Laws, including the Joint Proxy Statement/Prospectus) with rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) and any amendments or supplements thereto and declaration of effectiveness thereunder (collectively, the “Securities Laws”), including, assuming the occurrence of the Form S-4Company Stockholder Approval as contemplated herein, the filing and delivery with the SEC and mailing to the holders of Company Common Shares of an information statement on Schedule 14C (iiithe “Information Statement”) prepared pursuant to Section 14(c) of the U.S. Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder amended (the “Exchange Act”), regarding the Merger and the other transactions contemplated hereby (ivwhich shall also satisfy applicable requirements of the DGCL), (iii) the rules and regulations of the New York Stock ExchangeThe Nasdaq Capital Market, (viv) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), (v) requirements under applicable state securities Laws or “blue sky” Laws and the securities Laws of any foreign country and (vi) the approvals set forth in Section 3.3(b) of the Company Disclosure Schedule (covering the applicable laws Laws or other legal restraints of foreign countries designed to govern competition or trade regulation or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)) (clauses (i) – through (vi), collectively, the “Transaction Approvals”), and subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 4.2(b), no material authorization, consent, order, license, permit or approval of, or registration, declaration, notice or filing with, any Governmental Entity is required to be made or obtained under applicable Law for the consummation by the Company of the transactions contemplated by this Agreement, except for such authorizations, consents, orders, licenses, permits, approvals, registrations, declarations, notices and filings that are not required to be made or obtained prior to the consummation of such transactions or that the failure to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(c) The execution and delivery by the Company of this Agreement does not, and (assuming the Transaction Approvals are obtained) the consummation of the transactions contemplated hereby, hereby and compliance with the provisions hereof will not, (i) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control or default under, or result in termination or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than Company Permitted Liens) upon any of the respective properties or assets of the Company or any of its Subsidiaries Subsidiaries, in each case, with or without notice or the passage of time or both, pursuant to, any Contract to which the Company or any of its Subsidiaries is a party or by which it or any of its respective properties or assets is bound, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (ii) conflict with or result in any violation of any provision of the Company Company’s Organizational Documents or (iii) conflict with or violate any applicable Laws except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 1 contract
Corporate Authority Relative to this Agreement; Consents and Approvals; No Violation. (a) The Company Each of Parent and Mxxxxx Sub has the requisite corporate power and authority to execute and deliver this Agreement andand the other Transaction Documents to which it is or will be a party, subject to adoption of this Agreement by holders of two-thirds of the outstanding Company Common Shares entitled to vote thereon (the “Company Shareholder Approval”), to perform its obligations hereunder and thereunder and consummate the transactions contemplated herebyhereby and thereby, including the MergersMerger and, at the Closing, the Financing. The execution, delivery and performance by the Company Pxxxxx and Merger Sub of this Agreement and the consummation by each of them of the transactions contemplated hereby, including the MergersMerger, have been duly (and the Financing will be) validly authorized by the Company Board of Directors of Parent and the Board of Directors of Merger Sub and, except for the Company Shareholder Approval adoption of this Agreement by Parent, as the sole stockholder of Merger Sub (which such adoption shall occur immediately following the execution of this Agreement), and the filing of the Initial Certificates of Merger and the Subsequent Certificates Certificate of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, no other corporate action or proceedings proceeding on the part of the Company either Parent or Merger Sub, or other vote of the CompanyParent’s shareholders are stockholders or Merger Sub’s stockholders, is necessary to authorize the execution and delivery by the Company Pxxxxx and Merger Sub of this Agreement or and the consummation of the transactions contemplated hereby, including the MergersMerger. The Company Board of Directors of Parent has unanimously approved the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, including the Merger, and the Board of Directors of Merger Sub has unanimously (i) determined that the transactions contemplated by this AgreementAgreement and the other Transaction Documents to which it is a party, including the MergersMerger, are advisable, fair to and in the best interests of the Company Merger Sub and its shareholderssole stockholder, (ii) approved the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and the consummation of the transactions contemplated herebyhereby and thereby, including the Mergers, Merger and (iii) resolved to recommend that the holders sole stockholder of Company Common Shares Merger Sub adopt this Agreement (the “Company Recommendation”) and (iv) directed that the adoption of this Agreement be submitted for consideration by the Company’s shareholders at a meeting thereofAgreement. This Agreement has been and the other Transaction Documents to which one or both of Parent and Merger Sub, as applicable, is a party when executed will be, duly and validly executed and delivered by the Company Parent and/or Merger Sub, as applicable, and, assuming this Agreement constitutes and the other Transaction Documents to which one or both of Parent and Merger Sub, as applicable, is a party constitute the legal, valid and binding agreement of the Company, this Agreement and the other Transaction Documents to which one or both of Parent and Merger Sub, as applicable, is a party constitute the legal, valid and binding agreement of Parent and/or Merger Sub, as applicable, and Merger Subs, this Agreement constitutes the legal, valid and binding agreement of the Company and is are enforceable against the Company Parent and/or Merger Sub, as applicable, in accordance with its terms, except as such enforcement may be subject to applicable bankruptcy, reorganization, fraudulent conveyance, insolvency, moratorium or other similar Laws affecting creditor’s rights generally and the availability of equitable relief and any implied covenant of good faith and fair dealing (the “Enforceability Exceptions”).
(b) Other than in connection with or in compliance with (i) the filing Transaction Approvals, and subject to the accuracy of the Initial Certificates of Merger Company’s representations and the Subsequent Certificates of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, (ii) the filing of the Form S-4 (including the Joint Proxy Statement/Prospectus) with the U.S. Securities and Exchange Commission (the “SEC”) and any amendments or supplements thereto and declaration of effectiveness of the Form S-4, (iii) the U.S. Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder (the “Exchange Act”), (iv) the rules and regulations of the New York Stock Exchange, (v) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) and (vi) the approvals warranties set forth in Section 3.3(b) of the Company Disclosure Schedule (covering the applicable laws or other legal restraints of foreign countries designed to govern competition or trade regulation or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)) (clauses (i) – (vi), collectively, the “Transaction Approvals”), no authorization, consent, orderOrder, license, permit or approval of, or registration, declaration, notice or filing with, any Governmental Entity is required to be made or obtained under applicable Law for the consummation by the Company Parent or Merger Sub of the transactions contemplated by this AgreementAgreement including the Financing, except for such authorizations, consents, ordersOrders, licenses, permits, approvals, registrations, declarations, notices and filings that (A) are not required to be made or obtained prior to the consummation of such transactions or that (B) the failure to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect.
(c) The execution and delivery by the Company Parent and/or Merger Sub, as applicable, of this Agreement and the other Transaction Documents to which one or both of them is a party, does not, and (assuming the Transaction Approvals are obtained) the consummation of the transactions contemplated herebyhereby and thereby, including the Financing, and compliance with the provisions hereof and thereof will not, (i) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control or default underunder (with or without notice or lapse of time, or both), or result in termination or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a any Lien (other than Company a Permitted LiensLien or a Lien securing the Financing) upon on any of the respective properties or assets of the Company Parent, Merger Sub or any of its their Subsidiaries pursuant to, any Contract to which the Company Parent, Merger Sub or any of its their Subsidiaries is a party or by which it they or any of its their respective properties or assets is bound, except except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect, (ii) conflict with or result in any violation of any provision of the Company Organizational Documents charter or bylaws or other equivalent organizational document, of Parent or Merger Sub or (iii) conflict with or violate any applicable Laws except Law except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (Arconic Corp)
Corporate Authority Relative to this Agreement; Consents and Approvals; No Violation. (a) The Company Each of Parent and Merger Sub has the requisite corporate or other power and authority to execute and deliver enter into this Agreement and, subject to adoption of this Agreement by holders of two-thirds of the outstanding Company Common Shares entitled to vote thereon (the “Company Shareholder Approval”), and to consummate the transactions contemplated hereby, including the MergersMerger. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the Company consummation by each of them of the transactions contemplated hereby, including the Merger, have been duly and validly authorized by all necessary corporate or other action on the part of Parent and Merger Sub, and no other corporate or other action or proceedings on the part of either Parent or Merger Sub, or other vote of Parent’s stockholders or Merger Sub’s sole stockholder, is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated hereby, including the Mergers, have been duly and validly authorized by the Company Board and, except for the Company Shareholder Approval and the filing of the Initial Certificates of Merger and the Subsequent Certificates of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, no other corporate action or proceedings on the part of the Company or vote of the Company’s shareholders are necessary to authorize the execution and delivery by the Company of this Agreement or the consummation of the transactions contemplated hereby, including the MergersMerger. The Company Board board of directors of Parent has (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Mergers, Merger are advisable, fair to and in the best interests of the Company Parent’s stockholders and its shareholders, (ii) approved the execution, delivery and performance of this Agreement and the consummation Merger. The board of the transactions contemplated hereby, including the Mergers, directors of Merger Sub has unanimously (iiii) resolved to recommend determined that the holders of Company Common Shares adopt this Agreement (and the “Company Recommendation”) Merger are fair to and in the best interests of Merger Sub’s sole stockholder and (ivii) directed that the adoption of approved this Agreement be submitted for consideration by and the Company’s shareholders at a meeting thereofMerger. This Agreement has been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Substhe Company, this Agreement constitutes the legal, valid and binding agreement of the Company Parent and Merger Sub and is enforceable against the Company Parent and Merger Sub in accordance with its terms, except as such enforcement may be subject to applicable bankruptcy, reorganization, fraudulent conveyance, insolvency, moratorium or other similar Laws affecting creditor’s rights generally and the availability of equitable relief and any implied covenant of good faith and fair dealing (the “Enforceability Exceptions”).
(b) Other than in connection with or in compliance with (i) the filing of the Initial Certificates of Merger and the Subsequent Certificates of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, (ii) the filing of the Form S-4 (including the Joint Proxy Statement/Prospectus) with the U.S. Securities and Exchange Commission (the “SEC”) and any amendments or supplements thereto and declaration of effectiveness of the Form S-4, (iii) the U.S. Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder (the “Exchange Act”), (iv) the rules and regulations of the New York Stock Exchange, (v) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) and (vi) the approvals set forth in Section 3.3(b) of the Company Disclosure Schedule (covering the applicable laws or other legal restraints of foreign countries designed to govern competition or trade regulation or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)) (clauses (i) – (vi), collectively, the “Transaction Approvals”), no authorization, consent, order, license, permit or approval of, or registration, declaration, notice or filing with, any Governmental Entity is required to be made or obtained under applicable Law for the consummation by the Company Parent or Merger Sub of the transactions contemplated by this Agreement, except for such authorizations, consents, orders, licenses, permits, approvals, registrations, declarations, notices and filings that are not required to be made or obtained prior to the consummation of such transactions or that the failure to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect.
(c) The execution and delivery by the Company Parent and Merger Sub of this Agreement does not, and (assuming the Transaction Approvals are obtained) the consummation of the transactions contemplated hereby, and compliance with the provisions hereof will not, (i) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit underviolation of, constitute a change of control or default (with or without notice or lapse of time, or both) under, or result in termination or give rise to others any a right of termination, vestingcancellation, amendment, modification or acceleration or cancellation of, any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, Contract, instrument, permit or license binding upon Parent or Merger Sub or by which or to which any of their respective properties, rights or assets are bound or subject or result in the creation of a Lien (any Liens other than Company Permitted Liens) , in each case, upon any of the respective properties or assets of the Company Parent or any of its Subsidiaries pursuant to, any Contract to which the Company or any of its Subsidiaries is a party or by which it or any of its respective properties or assets is boundMerger Sub, except for such losses, suspensions, limitations, impairments, conflicts, violations, defaults, terminations, cancellations, or accelerations or Liens as would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse EffectEffect or prevent or materially impair the ability of the Parties to consummate the transactions contemplated by this Agreement, including the Merger, (ii) conflict with or result in any violation of any provision of the Company respective Organizational Documents of Parent or Merger Sub or (iii) conflict with or violate any applicable Laws except as would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect.
Appears in 1 contract
Corporate Authority Relative to this Agreement; Consents and Approvals; No Violation. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and, subject to adoption of this Agreement by holders of two-thirds assuming the transactions contemplated hereby are consummated in accordance with Section 251(h) of the outstanding Company Common Shares entitled to vote thereon (the “Company Shareholder Approval”)DGCL, to consummate the transactions contemplated hereby, including the MergersOffer and the Merger. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, including the MergersOffer and the Merger, have been duly and validly authorized by the Company Board and, except for the Company Shareholder Approval and the filing of the Initial Certificates of Merger and the Subsequent Certificates Certificate of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, no other corporate action or proceedings on the part of the Company or vote of the Company’s shareholders its stockholders are necessary to authorize the execution and delivery by the Company of this Agreement or the consummation of the transactions contemplated hereby, including the Mergers. The Company Board has (i) determined that the transactions contemplated by this Agreement, including the Mergers, are advisable, fair to and in the best interests of the Company and its shareholders, (ii) approved the execution, delivery and performance of this Agreement Offer and the consummation of the transactions contemplated hereby, including the Mergers, (iii) resolved to recommend that the holders of Company Common Shares adopt this Agreement (the “Company Recommendation”) and (iv) directed that the adoption of this Agreement be submitted for consideration by the Company’s shareholders at a meeting thereofMerger. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legaldue authorization, valid execution and binding agreement of delivery thereof by Parent and Merger SubsSub, this Agreement constitutes the a legal, valid and binding agreement of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to applicable the effects of bankruptcy, reorganization, fraudulent conveyance, insolvency, moratorium or other similar Laws affecting creditor’s rights generally and the availability of generally, equitable relief and any implied covenant of good faith and fair dealing principles (whether considered in a Proceeding in equity or at law) (the “Enforceability Exceptions”). The Company Board at a meeting duly called and held has unanimously adopted resolutions that: (i) determined that the transactions contemplated hereby (including the Offer and the Merger) are fair to and in the best interests of the Company and its stockholders, (ii) determined that the Offer is advisable and in the best interests of the Company and its stockholders, (iii) approved this Agreement and the transactions contemplated hereby (including the execution, delivery and performance thereof) and declared it advisable that the Company enter into this Agreement and consummate the transactions contemplated hereby in accordance with the DGCL, (iv) resolved that this Agreement and the Merger shall be governed by and effected under Section 251(h) of the DGCL and (v) recommended that the Company’s stockholders accept the Offer and tender their Shares in the Offer.
(b) Other than in connection with The execution, delivery and performance of this Agreement by the Company, including the consummation of the Offer and the Merger, do not and will not require any authorization, consent, order license, permit or in compliance with approval of, or registration, declaration, notice or filing with, any Governmental Entity, except for (i) the filing of the Initial Certificates of Merger and the Subsequent Certificates Certificate of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, (ii) the filing requirements of the Form S-4 applicable U.S. federal securities Laws (including the Joint Proxy Statement/Prospectus) with the U.S. Securities and Exchange Commission (the “SEC”) and any amendments or supplements thereto and declaration of effectiveness of the Form S-4, (iii) the U.S. Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder amended (the “Exchange Act”)), including the rules and regulations of the SEC thereunder, regarding the Offer, the Merger and the other transactions contemplated hereby, (iviii) the rules and regulations of the New York Stock ExchangeNYSE, (viv) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), (v) requirements under applicable state securities Laws or “blue sky” Laws and (vi) the approvals set forth in Section 3.3(b) securities Laws of the Company Disclosure Schedule (covering the applicable laws or other legal restraints of any foreign countries designed to govern competition or trade regulation or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)) country (clauses (i) – (viv), collectively, the “Transaction Approvals”), no authorization, consent, order, license, permit or approval of, or registration, declaration, notice or filing with, any Governmental Entity is required to be made or obtained under applicable Law for the consummation by the Company of the transactions contemplated by this Agreement, except for and (vi) such authorizations, consents, ordersOrders, licenses, permits, approvals, registrations, declarations, notices and filings that are not required to be made or obtained prior to the consummation of such transactions or that the failure of which to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(c) The execution Except as set forth on Section 3.3(c) of the Company Disclosure Letter, the execution, delivery and delivery performance by the Company of this Agreement does notnot and, and (assuming the Transaction Approvals are obtained) the consummation of the transactions contemplated hereby, and compliance with the provisions hereof will not, (i) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control or default under, or result in termination or give rise to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than Company Permitted Liens) upon any of the respective properties or assets of the Company or any of its Subsidiaries pursuant to, any Contract to which the Company or any of its Subsidiaries is a party or by which it or any of its respective properties or assets is bound, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (ii) conflict with or result in any violation of any provision of the Company Organizational Documents or (iii) conflict with or violate any applicable Laws except except, in the cases of clauses (i) and (iii) above, for any such conflict, violation, breach or other occurrence, as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 1 contract
Corporate Authority Relative to this Agreement; Consents and Approvals; No Violation. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and, subject to adoption of this Agreement by holders of two-thirds receipt of the outstanding Company Common Shares entitled to vote thereon (the “Company Shareholder Approval”), the Court Sanction and delivery of the Court Order to Companies House, to consummate the transactions contemplated hereby, including the MergersAcquisition. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, including the MergersAcquisition, have been duly and validly authorized by the Company Board and, except for the Company Shareholder Approval Approval, the Court Sanction and the filing delivery of the Initial Certificates of Merger and the Subsequent Certificates of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of DelawareCourt Order to Companies House, no other corporate action or proceedings on the part of the Company or vote of the Company’s shareholders are necessary to authorize the execution and delivery by the Company of this Agreement or the consummation of the transactions contemplated hereby, including the MergersAcquisition. The Company Board has (i) determined that the transactions contemplated by this Agreement, including the MergersAcquisition, are advisable, fair would be most likely to and in promote the best interests success of the Company and for the benefit of its shareholdersshareholders as a whole, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the MergersAcquisition, (iii) subject to Section 4.3, resolved to recommend that the holders of Company Common Ordinary Shares adopt this Agreement vote in favor of the Scheme at the Court Meeting and vote in favor of the Company Resolutions at the Company Shareholders’ Meeting (the “Company Recommendation”) and (iv) directed that the adoption of this Agreement Scheme be submitted for consideration approval by the Company’s shareholders holders of Company Ordinary Shares at a meeting thereof. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger SubsPurchaser, this Agreement constitutes the legal, valid and binding agreement of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to applicable bankruptcy, reorganization, fraudulent conveyance, insolvency, moratorium or other similar Laws affecting creditor’s creditors’ rights generally and the availability of equitable relief and any implied covenant of good faith and fair dealing (the “Enforceability Exceptions”).
(b) Other than in connection with or in compliance with (i) the filing of the Initial Certificates of Merger Scheme Information and the Subsequent Certificates of Merger all other required documentation with the Secretary of State of the State of Ohio and the Secretary of State of the State of DelawareCourt, (ii) the filing of the Form S-4 (including the Joint Proxy Statement/Prospectus) Statement with the U.S. Securities and Exchange Commission (the “SEC”) and any amendments or supplements thereto and declaration of effectiveness of the Form S-4, (iii) the Court Sanction, (iv) the U.S. Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder (the “Exchange Act”), (ivv) the rules and regulations of the New York Stock Exchange, (vvi) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), and any other Antitrust Law, (vii) the filing with Her Majesty’s Revenue and Customs (“HMRC”) of a letter seeking confirmation that the Court Order will not be subject to stamp duty, including the written undertaking from Purchaser confirming that it will present the relevant transfer forms to HMRC for stamping (if applicable), (viii) the submission by Purchaser to HMRC for stamping of any instrument of transfer of Company Ordinary Shares and/or the Court Order (as applicable) and the payment of such stamp duty (if applicable) and (viix) the approvals set forth in Section 3.3(b) delivery of the Company Disclosure Schedule (covering the applicable laws or other legal restraints of foreign countries designed Court Order to govern competition or trade regulation or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)) Companies House (clauses (i) – to (viix), collectively, the “Transaction Approvals”), and no authorization, consent, order, license, permit or approval of, or registration, declaration, notice or filing with, any Governmental Entity is required to be made or obtained under applicable Law for the consummation by the Company of the transactions contemplated by this Agreement, except for such authorizations, consents, orders, licenses, permits, approvals, registrations, declarations, notices and filings that are not required to be made or obtained prior to the consummation of such transactions or that the failure to make or obtain would not reasonably be expected to (A) have, individually or in the aggregate, a Company Material Adverse EffectEffect or (B) prevent, materially impair or materially delay the ability of the Company to consummate the Acquisition by the End Date (as the same may be extended hereunder). The Takeover Code does not apply to the Company or the transactions contemplated by this Agreement. On March 8, 2022, the Panel confirmed to the Company that it does not consider that the Company has its place of central management and control in the United Kingdom, the Channel Islands or the Isle of Man and therefore the Takeover Code does not apply to the Company or transactions contemplated by this Agreement, the Company has provided the Parent with evidence of its communications to the Panel seeking such confirmation, and the Company has not received any communication from the Panel to the contrary between such date and the date hereof.
(c) The execution and delivery by the Company of this Agreement does not, and (assuming the Transaction Approvals and the Company Shareholder Approval are obtained) the consummation of the transactions contemplated hereby, hereby and compliance with the provisions hereof will not, (i) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control or default under, or result in termination or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than Company Permitted Liens) upon any of the respective properties or assets of the Company or any of its Subsidiaries pursuant to, any Contract to which the Company or any of its Subsidiaries is a party or by which it or any of its respective properties or assets is bound, except as (A) has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect or (B) would not reasonably be expected to prevent, materially impair or materially delay the ability of the Company to consummate the Acquisition by the End Date (as the same may be extended hereunder), (ii) conflict with or result in any violation of any provision of the Company Organizational Documents Articles of Association or (iii) conflict with or violate any applicable Laws Laws, except as (A) has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect or (B) would not reasonably be expected to prevent, materially impair or materially delay the ability of the Company to consummate the Acquisition by the End Date (as the same may be extended hereunder).
Appears in 1 contract
Corporate Authority Relative to this Agreement; Consents and Approvals; No Violation. (a) The Company has the requisite corporate power and authority to execute and deliver enter into this Agreement and, subject to adoption of this Agreement by holders of two-thirds a majority of the outstanding shares of Company Common Shares Stock entitled to vote thereon at the Company Stockholders’ Meeting (the “Company Shareholder Stockholder Approval”), to consummate the transactions to be consummated by it as contemplated hereby, including the MergersMerger. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the MergersMerger, have been duly and validly authorized by the Company Board of Directors and, except for the Company Shareholder Stockholder Approval and the filing of the Initial Certificates of Merger and the Subsequent Certificates Certificate of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, no other corporate action or proceedings on the part of the Company or vote of the Company’s shareholders stockholders are necessary to authorize the execution and delivery by the Company of this Agreement or the consummation of the transactions contemplated hereby, including the MergersMerger. The Company Board of Directors has unanimously (i) resolved to recommend that the Company’s stockholders adopt this Agreement at the Company Stockholders’ Meeting (the “Company Recommendation”), (ii) declared this Agreement advisable under Section 251(b) of the DGCL, (iii) determined that this Agreement and the Merger and the other transactions contemplated by this Agreement, including the Mergers, are advisable, fair to and in the best interests of the Company and its shareholdersthe Company’s stockholders, (iiiv) approved the execution, delivery and performance of this Agreement and the consummation of Merger and the other transactions contemplated herebyby this Agreement, including the Mergers, (iii) resolved to recommend that the holders of Company Common Shares adopt this Agreement (the “Company Recommendation”) and (ivv) directed that the adoption of this Agreement be submitted for consideration by the Company’s shareholders stockholders at a meeting thereofthe Company Stockholders’ Meeting. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger SubsSub, this Agreement constitutes the legal, valid and binding agreement of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to applicable bankruptcy, reorganization, fraudulent conveyance, insolvency, moratorium or other similar Laws affecting creditor’s rights generally and remedies and the availability of equitable relief and any implied covenant of good faith and fair dealing (the “Enforceability Exceptions”).
(b) Other than in connection with or in compliance with (i) the filing of the Initial Certificates of Merger and the Subsequent Certificates Certificate of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, (ii) the filing of the Form S-4 (including the Joint Proxy Statement/Prospectus) Statement with the U.S. Securities and Exchange Commission (the “SEC”) and any amendments or supplements thereto and declaration of effectiveness of the Form S-4thereto, (iii) the U.S. Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder 1934 (the “Exchange Act”), (iv) the rules and regulations of the New York Stock Exchange, Exchange and (v) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder 1976 (the “HSR Act”) and (vi) the approvals set forth in Section 3.3(b) of the Company Disclosure Schedule (covering the applicable laws or other legal restraints of foreign countries designed to govern competition or trade regulation or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)) (clauses (i) – (vi), collectively, the “Transaction Approvals”), and subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 4.2(b), no authorization, consent, order, license, permit or approval of, or registration, declaration, notice or filing with, any Governmental Entity is required to be made or obtained under applicable Law for the consummation completion by the Company of the transactions contemplated by this Agreement, including the Merger, except for such authorizations, consents, orders, licenses, permits, approvals, registrations, declarations, notices and filings that are not required to be made or obtained prior to the consummation completion of such transactions or that the failure to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect or prevent or materially impair the ability of the Parties to consummate the transactions contemplated by this Agreement, including the Merger.
(c) The execution and delivery by the Company of this Agreement does not, and (assuming the Transaction Approvals are obtained) the consummation of the transactions contemplated hereby, hereby and compliance with the provisions hereof will not, (i) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit underviolation of, constitute a change of control or default (with or without notice or lapse of time, or both) under, or result in termination or give rise to others any a right of termination, vestingcancellation, amendmentmodification or acceleration of, acceleration any loan, guarantee of Indebtedness or cancellation ofcredit agreement, note, bond, mortgage, indenture, Contract, instrument, permit or license binding upon the Company or any of its Subsidiaries or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of any liens, claims, mortgages, encumbrances, pledges, security interests, equities or charges of any kind (each, a Lien (“Lien”) other than Company Permitted Liens) , in each case, upon any of the respective properties or assets of the Company or any of its Subsidiaries pursuant to, any Contract to which the Company or any of its Subsidiaries is a party or by which it or any of its respective properties or assets is boundSubsidiaries, except for such losses, suspensions, limitations, impairments, conflicts, violations, defaults, terminations, cancellation, or accelerations or Liens as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect or prevent or materially impair the ability of the Parties to consummate the transactions contemplated by this Agreement, including the Merger, (ii) conflict with or result in any violation of any provision of the Company Organizational Documents of the Company or any of its Subsidiaries or (iii) conflict with or violate any applicable Laws except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect or prevent or materially impair the ability of the Parties to consummate the transactions contemplated by this Agreement, including the Merger.
Appears in 1 contract
Corporate Authority Relative to this Agreement; Consents and Approvals; No Violation. (a) The Company Each of Parent and Purchaser has the requisite corporate power and authority to execute and deliver this Agreement and, subject to adoption the approval of this Agreement the Parent Share Issuance by a majority of the votes cast by holders of two-thirds outstanding shares of the outstanding Company Parent Common Shares entitled to vote thereon Stock (the “Company Shareholder Parent Stockholder Approval”), to consummate the transactions contemplated hereby, including the Mergers. The execution, delivery and performance by the Company Parent and Purchaser of this Agreement and the consummation by each of them of the transactions contemplated hereby, including the Mergers, have been duly and validly authorized by the Company Parent Board andand the Purchaser Board and adopted and approved by Parent, as the sole stockholder of Purchaser, and except for the Company Shareholder Approval and the filing of the Initial Certificates of Merger and the Subsequent Certificates of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of DelawareParent Stockholder Approval, no other corporate action or proceedings on the part of the Company Parent or Purchaser, or other vote of the CompanyParent’s shareholders stockholders, Purchaser’s sole shareholder, are necessary to authorize the execution and delivery by the Company Xxxxxx and Purchaser of this Agreement or the consummation of the transactions contemplated hereby, including the Mergers. (i) The Company Parent Board has (iA) determined that the transactions contemplated by this Agreement, including the Mergers, Transactions are advisable, fair to and in the best interests of the Company Parent and its shareholdersstockholders, (iiB) declared it advisable to enter into this Agreement (C) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including (D) made the MergersParent Board Recommendation, (iii) resolved to recommend that the holders of Company Common Shares adopt this Agreement (the “Company Recommendation”) and (ivE) directed that the adoption of this Agreement Parent Share Issuance be submitted for consideration by the CompanyParent’s shareholders stockholders at a meeting thereof, and (ii) the Board of Managers of Purchaser has (A) determined that the Transactions are advisable, fair to and in the best interests of Purchaser and its sole shareholder, (B) approved the Transactions, on the terms and subject to the conditions set forth in this Agreement, and (C) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Parent and Purchaser and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Substhe Sellers, this Agreement constitutes the legal, valid and binding agreement of the Company Parent and Purchaser and is enforceable against the Company Parent and Purchaser in accordance with its terms, except as such enforcement may be subject to applicable bankruptcy, reorganization, fraudulent conveyance, insolvency, moratorium or other similar Laws affecting creditor’s rights generally and the availability of equitable relief and any implied covenant of good faith and fair dealing (the “Enforceability Exceptions”).
(b) Other than in connection with or in compliance with (i) the filing of the Initial Certificates of Merger and the Subsequent Certificates of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, (ii) the filing of the Form S-4 (including the Joint Proxy Statement/Prospectus) with the U.S. Securities and Exchange Commission (the “SEC”) and any amendments or supplements thereto and declaration of effectiveness of the Form S-4, (iii) the U.S. Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder (the “Exchange Act”), (iv) the rules and regulations of the New York Stock Exchange, (v) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) and (vi) the approvals set forth in Section 3.3(b) of the Company Disclosure Schedule (covering the applicable laws or other legal restraints of foreign countries designed to govern competition or trade regulation or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)) (clauses (i) – (vi), collectively, the “Transaction Approvals”), no No authorization, consent, order, license, permit or approval of, or registration, declaration, notice or filing with, any Governmental Entity is required to be made or obtained under applicable Law for the consummation by Parent or Purchaser of the Transactions, other than in connection with or in compliance with (i) the filing of the Proxy Statement with the SEC and any amendments or supplements thereto, (ii) the Exchange Act and the rules promulgated thereunder, (iii) the applicable requirements of the HSR Act, (iv) authorizations, consents, clearances and approvals pursuant to the Antitrust Laws and other Regulatory Laws set forth on Section 7.1(b) of the Company Disclosure Schedule, (v) such filings as may be required by any applicable federal or state securities or “blue sky” Laws, (vi) as may be necessary as a result of any facts or circumstances relating to Company, the Sellers or any of their Affiliates, (vii) consents that, if not obtained or made, would not reasonably be expected to impair, prevent or delay the consummation of the transactions contemplated by this Agreementhereby, (viii) consents not required to be obtained or made until after the Closing or (ix) requirements applicable solely as a result of the legal or regulatory status of the Company, the Sellers or any of their Affiliates, or as a result of any other fact that specifically relates to the business or activities in which Company, the Sellers or any of their Affiliates is engaged or proposes to be engaged (other than the business or activities in which the Company is engaged at any time prior to the Closing), except for such authorizations, consents, orders, licenses, permits, approvals, registrations, declarations, notices and filings that are not required to be made or obtained prior to the consummation of such transactions or that the failure to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect.
(c) The execution and delivery by the Company Parent and Purchaser of this Agreement does not, and (assuming the Transaction Approvals are obtained) the consummation of the transactions Transactions contemplated hereby, and compliance with the provisions hereof will not, (i) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control or default under, or result in termination or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than Company Parent Permitted Liens) upon any of the respective properties or assets of the Company Parent, Purchaser or any of its their Subsidiaries pursuant to, to any Contract to which the Company Parent, Purchaser or any of its their Subsidiaries is a party or by which it they or any of its their respective properties or assets is bound, except as would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect, (ii) conflict with or result in any violation of any provision of the Company Parent Organizational Documents or (iii) conflict with or violate any applicable Laws except as would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect.
Appears in 1 contract
Samples: Share Purchase and Contribution Agreement (Concentrix Corp)
Corporate Authority Relative to this Agreement; Consents and Approvals; No Violation. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and, subject to adoption of this Agreement by holders of two-thirds of the outstanding Company Common Shares entitled to vote thereon (the “Company Shareholder Approval”), and to consummate the transactions contemplated hereby, including the Mergers. The execution, execution and delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, including the Mergers, hereby have been duly and validly authorized by the Company Board and, except for the Company Shareholder Approval and the filing of the Initial Certificates of Merger and the Subsequent Certificates of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, no other corporate all required organizational action or proceedings on the part of the Company or and no vote of the Company’s shareholders are necessary to authorize consummate the execution and delivery by the Company of this Agreement or the consummation of the transactions contemplated hereby, including the Mergers. The Company Board has (i) determined that the transactions contemplated by this Agreement, including the Mergers, are advisable, fair to and in the best interests of the Company and its shareholders, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Mergers, (iii) resolved to recommend that the holders of Company Common Shares adopt this Agreement (the “Company Recommendation”) and (iv) directed that the adoption of this Agreement be submitted for consideration by the Company’s shareholders at a meeting thereofTransactions. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger SubsPurchaser, this Agreement constitutes the legal, valid and binding agreement of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to applicable bankruptcy, reorganization, fraudulent conveyance, insolvency, moratorium or other similar Laws affecting creditor’s rights generally and the availability of equitable relief and any implied covenant of good faith and fair dealing as well as to any law of public order applicable to the Company in Luxembourg (the “Enforceability Exceptions”).
(b) Other than in connection with or in compliance with (i) the filing of the Initial Certificates of Merger and the Subsequent Certificates of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, Proxy Statement (ii) the filing of the Form S-4 (including the Joint Proxy Statement/Prospectusas defined below) with the U.S. Securities and Exchange Commission (the “SEC”) SEC and any amendments or supplements thereto and declaration of effectiveness of the Form S-4thereto, (iiiii) the U.S. Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder (the “Exchange Act”), (iviii) the rules and regulations of the New York Stock ExchangeNasdaq, (viv) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) (including with respect to any filings required by any Sellers, including the GB Sellers and OD Sellers, with respect to their acquisition of Parent Common Stock), (viv) the approvals Antitrust Laws and other Regulatory Laws set forth in Section 3.3(b7.1(b) of the Company Disclosure Schedule Schedule, (covering the vi) such filings as may be required by any applicable laws federal or other legal restraints state securities or “blue sky” Laws or (vii) as may be necessary as a result of foreign countries designed any facts or circumstances relating to govern competition Parent, Purchaser or trade regulation or to prohibit, restrict or regulate actions with the purpose or effect any of monopolization or restraint of trade (collectively, “Antitrust Laws”)) their Affiliates (clauses (i) – (vivii), collectively, the “Transaction Approvals”), no authorization, consent, order, license, permit or approval of, or registration, declaration, notice or filing with, any Governmental Entity is required to be made or obtained under applicable Law for the consummation by the Company of the transactions contemplated by this AgreementTransactions, except for such authorizations, consents, orders, licenses, permits, approvals, registrations, declarations, notices and filings that are not required to be made or obtained prior to the consummation of such transactions the Transactions or that the failure to make or obtain would not reasonably be expected to have, individually prevent or in materially impair the aggregate, a ability of the Company Material Adverse Effectto perform its obligations under this Agreement or to consummate the Transaction.
(c) The execution and delivery by the Company of this Agreement does not, and (assuming the Transaction Approvals are obtained) the consummation of the transactions Transactions contemplated hereby, and compliance with the provisions hereof will not, (i) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control or default under, or result in termination or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than Company Permitted Liens) upon any of the respective properties or assets of the Company or any of its Subsidiaries pursuant to, to any Company Material Contract to which the Company or any of its Subsidiaries is a party or by which it or any of its respective properties or assets is bound, except as would not reasonably be expected to havebe material to the Company and its Subsidiaries, individually or in the aggregate, taken as a Company Material Adverse Effectwhole, (ii) conflict with or result in any violation of any provision of the Company Organizational Documents of the Company or (iii) conflict with or violate any applicable Laws Laws, except as would not reasonably be expected to haveto, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a Company Material Adverse Effectwhole.
Appears in 1 contract
Samples: Share Purchase and Contribution Agreement (Concentrix Corp)
Corporate Authority Relative to this Agreement; Consents and Approvals; No Violation. (a) The Company Such Seller has the requisite full corporate power and authority to execute and deliver this Agreement and the Ancillary Documents to which it is a party and, subject to adoption of this Agreement by holders of two-thirds the entry of the outstanding Company Common Shares entitled to vote thereon (Sale Order and such other authorization as is required by the “Company Shareholder Approval”)Bankruptcy Code, to perform its obligations under and consummate the transactions contemplated herebyby this Agreement, including the MergersAsset Purchase, and the Ancillary Documents to which it is a party. The execution, delivery and performance by the Company such Seller of this Agreement and the Ancillary Documents to which it is a party and the consummation of the transactions contemplated herebyby this Agreementhereby and thereby, including the MergersAsset Purchase, have been duly and validly authorized by the Company Board and, except for the Company Shareholder Approval such Seller’s board of directors (or a committee thereof) and the filing of the Initial Certificates of Merger and the Subsequent Certificates of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, no other corporate action or proceedings actions on the part of such Seller, subject to the Company or vote entry of the Company’s shareholders Sale Order and such other authorization as is required by the Bankruptcy Code, are necessary to authorize the execution and delivery by the Company such Seller of this Agreement and the Ancillary Documents to which it is a party or the consummation of the transactions contemplated herebyby this Agreementhereby or thereby, including the Mergers. The Company Board has (i) determined that the transactions contemplated by this Agreement, including the Mergers, are advisable, fair to and in the best interests of the Company and its shareholders, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Mergers, (iii) resolved to recommend that the holders of Company Common Shares adopt this Agreement (the “Company Recommendation”) and (iv) directed that the adoption of this Agreement be submitted for consideration by the Company’s shareholders at a meeting thereofAsset Purchase. This Agreement has been, and the Ancillary Documents to which it is a party have been (or will be at Closing) duly and validly executed and delivered by the Company such Seller and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger SubsBuyer, this Agreement constitutes and the Ancillary Documents to which it is a party constitute (or upon execution at Closing will constitute, as applicable), subject to Alternative Bids (if any), the entry of the Sale Order and such other authorization as is required by the Bankruptcy Code, the legal, valid and binding agreement agreements of the Company and is such Seller, enforceable against the Company such Seller in accordance with its their terms, except as and to the extent that such enforcement validity and enforceability may be subject to applicable bankruptcy, reorganization, fraudulent conveyance, insolvency, moratorium limited by equitable principles of general applicability (whether considered in a proceeding at law or other similar Laws affecting creditor’s rights generally and the availability of equitable relief and any implied covenant of good faith and fair dealing in equity) (the “Enforceability Exceptions”).
(b) Other than in connection with or in compliance with (i) the filing of the Initial Certificates of Merger and the Subsequent Certificates of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, (ii) the filing of the Form S-4 (including the Joint Proxy Statement/Prospectus) with the U.S. Securities and Exchange Commission (the “SEC”) and any amendments or supplements thereto and declaration of effectiveness of the Form S-4, (iii) the U.S. Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder (the “Exchange Act”), (iv) the rules and regulations of the New York Stock Exchange, (v) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) and ), (viii) the approvals set forth in Section 3.3(b) of the Company Sellers Disclosure Schedule (covering the applicable laws Laws or other legal restraints of foreign countries designed to govern competition or trade regulation or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)) and (iii) the Sale Order (clauses (i) – through (viiii), collectively, the “Transaction Approvals”), and subject to the accuracy of Buyer’s representations and warranties set forth in Section 4.2(b), no authorization, consent, order, license, permit or approval of, or registration, declaration, notice or filing with, any Governmental Entity is required to be made or obtained under applicable Law for the consummation by the Company such Seller of the transactions contemplated by this Agreementhereby, except for such authorizations, consents, orders, licenses, permits, approvals, registrations, declarations, notices and filings that are not required to be made or obtained prior to the consummation of such transactions or that the failure to make or obtain would not not, in the case of this Section 3.3(b), reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(c) The Except as set forth in Section 3.3(c) of the Sellers Disclosure Schedule (the “Consents”), the execution and delivery by the Company such Seller of this Agreement does not, and (assuming the Transaction Approvals are obtainedobtained and after giving effect to the Sale Order and such other authorization as is required by the Bankruptcy Code) the consummation of the transactions contemplated hereby, hereby and compliance with the provisions hereof will not, (i) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a an impermissible change of control or default under, or result in termination or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than Company Permitted Liens) upon any of the respective properties or assets of the Company such Seller or any of its the Acquired Subsidiaries pursuant to, any Contract to which the Company such Seller or any of its the Acquired Subsidiaries is a party or by which it they or any of its their respective properties or assets is are bound, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (ii) conflict with or result in any violation of any provision of the Company Organizational Documents of such Seller or (iii) conflict with or violate any applicable Laws except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 1 contract
Samples: Asset Purchase Agreement
Corporate Authority Relative to this Agreement; Consents and Approvals; No Violation. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and, subject to adoption of this Agreement by holders of two-thirds of the outstanding Company Common Shares entitled to vote thereon (the “Company Shareholder Approval”)Stockholder Approval having been obtained, to consummate the transactions contemplated hereby, including the MergersMerger. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, including the MergersMerger, have been duly and validly authorized by the Company Board and, except for the Company Shareholder Stockholder Approval having been obtained and the filing of the Initial Certificates of Merger and the Subsequent Certificates Certificate of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, no other corporate action or proceedings on the part of the Company or vote of the Company’s shareholders its stockholders are necessary to authorize the execution and delivery by the Company of this Agreement or the consummation of the transactions contemplated hereby, including the Mergers. The Company Board has (i) determined that the transactions contemplated by this Agreement, including the Mergers, are advisable, fair to and in the best interests of the Company and its shareholders, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Mergers, (iii) resolved to recommend that the holders of Company Common Shares adopt this Agreement (the “Company Recommendation”) and (iv) directed that the adoption of this Agreement be submitted for consideration by the Company’s shareholders at a meeting thereofMerger. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legaldue authorization, valid execution and binding agreement of delivery thereof by Parent and Merger SubsSub, this Agreement constitutes the a legal, valid and binding agreement of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to applicable the effects of bankruptcy, reorganization, fraudulent conveyance, insolvency, moratorium or other similar Laws affecting creditor’s creditors’ rights generally and the availability of or equitable relief and any implied covenant of good faith and fair dealing principles (whether considered in a Proceeding in equity or at law) (the “Enforceability Exceptions”). The Company Board at a meeting duly called and held has adopted resolutions (upon the recommendation of the Special Committee) that: (i) determined that the transactions contemplated hereby (including the Merger) are fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement and the transactions contemplated hereby (including the execution, delivery and performance thereof) and declared it advisable that the Company enter into this Agreement and consummate the transactions contemplated hereby in accordance with the DGCL and (iii) recommended that the Company’s stockholders adopt this Agreement.
(b) Other than in connection with The execution, delivery and performance of this Agreement by the Company, including the consummation of the Merger, do not and will not require any authorization, consent, order license, permit, expiration of waiting periods, or in compliance with approval of, or registration, declaration, notice or filing with, any Governmental Entity, except for (i) the filing of the Initial Certificates of Merger and the Subsequent Certificates Certificate of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, (ii) the requirements of the applicable U.S. federal securities Laws, including the rules and regulations of the SEC thereunder, including the filing of the Form S-4 (including Proxy Statement pursuant to the Joint Proxy Statement/Prospectus) with the U.S. Securities and Exchange Commission (the “SEC”) and any amendments or supplements thereto and declaration of effectiveness of the Form S-4, (iii) the U.S. Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder amended (the “Exchange Act”), regarding the Merger and the other transactions contemplated hereby, (iviii) the rules and regulations of the New York The Nasdaq Stock ExchangeMarket LLC (“Nasdaq”), (viv) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) or similar requirements in non-U.S. countries under applicable antitrust laws, including the Israeli Economic Competition Law, 5748-1988 and the rules and regulations promulgated thereunder (the “Israeli Economic Competition Law”), (v) requirements under applicable state securities Laws or “blue sky” Laws and the securities Laws of any foreign country, (vi) the approvals set forth in Section 3.3(b) applicable requirements of jurisdictions other than the Company Disclosure Schedule (covering the applicable laws or other legal restraints of foreign countries United States designed to govern competition or trade regulation or investment Laws relating to prohibitforeign ownership, restrict each as set forth on Section 3.3(b) of the Company Disclosure Letter, (vii) the applicable requirements of the National Industrial Security Program Operating Manual (“NISPOM”) and Department of Defense Directive 5200.20-M, (viii) the applicable requirements of the Export Administration Regulations, 15 C.F.R §§ 730 et seq. or regulate actions with the purpose or effect International Traffic In Arms Regulations, 22 C.F.R §§ 120 -130, and the Israeli Defense Export Control Agency (DECA) of monopolization or restraint the Israeli Ministry of trade Defense, (collectivelyix) the IIA Notice, “Antitrust Laws”)) to the extent required (clauses (i) – (viix), collectively, the “Transaction Approvals”), no authorization, consent, order, license, permit or approval of, or registration, declaration, notice or filing with, any Governmental Entity is required to be made or obtained under applicable Law for the consummation by the Company of the transactions contemplated by this Agreement, except for and (x) such authorizations, consents, ordersOrders, licenses, permits, approvals, registrations, declarations, notices and filings that are not required to be made or obtained prior to the consummation of such transactions or that the failure of which to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(c) The execution execution, delivery and delivery performance by the Company of this Agreement does notnot and, and (assuming the Transaction Approvals are obtained) the consummation of the transactions contemplated hereby, and compliance with the provisions hereof will not, (i) require any consent consent, notice or approval under, violate, conflict with, constitute a default under, result in any breach of or any loss of any benefit under, constitute a change of control or default under, or result in termination or give rise to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than Company Permitted Liens) upon any of the respective properties or assets of the Company or any of its Subsidiaries pursuant to, any Contract to which the Company or any of its Subsidiaries is a party or by which it or any of its respective properties or assets is bound, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (ii) conflict with or result in any violation of any provision of the Company Organizational Documents or (iii) conflict with or violate any applicable Laws except except, in the cases of clauses (i) and (iii) above for any such conflict, violation, breach or other occurrence, as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (Arotech Corp)
Corporate Authority Relative to this Agreement; Consents and Approvals; No Violation. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party, perform its obligations hereunder, and, subject to adoption of this Agreement by holders of two-thirds a majority of the outstanding Company Common Shares entitled to vote thereon (the “Company Shareholder Stockholder Approval”), to consummate the transactions contemplated herebyhereby and thereby, including the MergersMerger. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, including the MergersMerger, have been duly and validly authorized by the Company Board and, except for the Company Shareholder Stockholder Approval and the filing of the Initial Certificates of Merger and the Subsequent Certificates Certificate of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, no other corporate action or proceedings proceeding on the part of the Company or vote of the Company’s shareholders are stockholders is necessary to authorize the execution and delivery by the Company of this Agreement or the consummation of the transactions contemplated hereby, including the MergersMerger. The Company Board has (i) determined that the transactions contemplated by this AgreementAgreement and the other Transaction Documents to which the Company is a party, including the MergersMerger, are advisable, fair to and in the best interests of the Company and its shareholdersstockholders, (ii) approved the execution, delivery and performance of this Agreement and the other Transaction Documents to which the Company is a party and the consummation of the transactions contemplated herebyhereby and thereby, including the MergersMerger, (iii) resolved to recommend that the holders of Company Common Shares adopt this Agreement (the “Company Recommendation”) and (iv) directed that the adoption of this Agreement be submitted for consideration by the Company’s shareholders stockholders at a meeting thereof. This Agreement has been been, and the other Transaction Documents to which the Company is a party when executed will be, duly and validly executed and delivered by the Company and, assuming this Agreement constitutes and the other Transaction Documents to which the Company is a party constitute the legal, valid and binding agreement of Parent and Merger SubsSub, this Agreement constitutes and the other Transaction Documents to which the Company is a party constitute the legal, valid and binding agreement of the Company and is are enforceable against the Company in accordance with its terms, except as such enforcement may be subject to applicable bankruptcy, reorganization, fraudulent conveyance, insolvency, moratorium or other similar Laws Laws, now or hereafter in effect, affecting creditor’s creditors’ rights generally and the availability of equitable relief and any implied covenant of good faith and fair dealing (the “Enforceability Exceptions”).
(b) Other than in connection with or in compliance with (i) the filing of the Initial Certificates of Merger and the Subsequent Certificates Certificate of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, (ii) the filing of the Form S-4 (including the Joint Proxy Statement/Prospectus) Statement with the U.S. Securities and Exchange Commission (the “SEC”) and any amendments or supplements thereto and declaration of effectiveness of the Form S-4), (iii) the U.S. Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder (the “Exchange Act”), (iv) the rules and regulations of the New York Stock ExchangeExchange (the “NYSE”), (v) the XxxxHxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) ), and (vi) the approvals set forth in Section 3.3(b) of the Company Disclosure Schedule (covering the all other applicable laws or other legal restraints of foreign countries Laws designed to govern competition or trade regulation or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade of the jurisdictions set forth on Section 3.3(b) of the Company Disclosure Letter (collectively, “Antitrust Laws”) and (vi) applicable Laws intended to screen, prohibit or regulate foreign investments on public interest or national security grounds (“Investment Screening Laws”)) (, and clauses (i) – (vi), collectively, the “Transaction Approvals”), and subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 4.2(b), no authorization, consent, orderOrder, license, permit or approval of, or registration, declaration, notice or filing with, any Governmental Entity is required to be made or obtained under applicable Law for the consummation by the Company of the transactions contemplated by this AgreementAgreement and the other Transaction Documents to which the Company is a party, except for such authorizations, consents, ordersOrders, licenses, permits, approvals, registrations, declarations, notices and filings that (A) are not required to be made or obtained prior to the consummation of such transactions or that (B) the failure to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(c) The execution and delivery by the Company of this Agreement and the other Transaction Documents to which the Company is a party does not, and (assuming the Transaction Approvals are obtained) the consummation of the transactions contemplated hereby, hereby and thereby and compliance with the provisions hereof and thereof will not, (i) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control or default underunder (with or without notice or lapse of time, or both), result in termination or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a any Lien (other than Company a Permitted LiensLien) upon on any of the respective properties or assets of the Company or any of its Subsidiaries pursuant to, any Contract to which the Company or any of its Subsidiaries is a party or by which it or any of its respective properties or assets is bound, except except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (ii) conflict with or result in any violation of any provision of the Company Organizational Documents or (iii) conflict with or violate any applicable Laws except Law, except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (Arconic Corp)
Corporate Authority Relative to this Agreement; Consents and Approvals; No Violation. (a) The Each of the Company and Company OP has the requisite corporate or limited partnership power and authority to execute execute, deliver and deliver perform their applicable obligations under this Agreement and, subject to adoption (i) such approvals as have been or will have been obtained on or prior to the date of this Agreement by holders of two-thirds and (ii) the approval of the outstanding Company Common Shares entitled to vote thereon Merger (the “Company Shareholder Stockholder Approval”) by the affirmative vote of the holders of shares of Company Common Stock entitled to cast a majority of all the votes entitled to be cast on the matter at a meeting of the Company stockholders duly called and held (the “Company Stockholders’ Meeting”), to consummate the transactions contemplated hereby, including the Mergers. The execution, delivery and performance by the Company and Company OP, as applicable, of this Agreement and the consummation of the transactions contemplated hereby, as applicable (including the Mergers, ) have been duly and validly authorized by the Company Board (in the case of the Company) and the Company (in the case of Company OP) and, except for such approvals as have been or will have been obtained on or prior to the date of this Agreement, the Company Shareholder Approval and Stockholder Approval, the filing of the Initial Merger Certificates of Merger with the SDAT and SSSD, as applicable, and the Subsequent Certificates Partnership Certificate of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of DelawareSSSD, no other corporate or limited partnership action or proceedings on the part of the Company or vote of the Company’s shareholders stockholders are necessary to authorize the execution and delivery by the Company and Company OP of this Agreement or the consummation of the transactions contemplated hereby, as applicable (including the Mergers). The Company Board has unanimously (i) determined that declared advisable and approved this Agreement and the transactions contemplated by this Agreement, including the Mergers, are advisable, fair to and in the best interests of the Company and its shareholdersMerger, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Mergers, (iii) resolved to recommend that the holders stockholders of the Company Common Shares adopt this Agreement approve the Merger (the “Company Recommendation”) and (iv) directed that the adoption approval of this Agreement the Merger be submitted for consideration by the Company’s shareholders stockholders at a meeting thereof. This Agreement has been duly and validly executed and delivered by the Company andand Company OP, and assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger SubsSub, this Agreement constitutes the legal, valid and binding agreement of the Company and Company OP and is enforceable against the Company and Company OP in accordance with its terms, except as such enforcement may be subject to applicable bankruptcy, reorganization, fraudulent conveyance, insolvency, moratorium or other similar Laws of general applicability affecting creditor’s creditors’ rights generally and the availability of equitable relief and any implied covenant of good faith and fair dealing (the “Enforceability Exceptions”).
(b) Other than in connection with or in compliance with (i) the filing of the Initial Merger Certificates of Merger and the Subsequent Certificates of Merger with the Secretary of State of the State of Ohio SDAT and the Secretary of State of the State of DelawareSSSD, as applicable, (ii) required filings or approvals under the filing of the Form S-4 (including the Joint Proxy Statement/Prospectus) with the U.S. Securities Act, and Exchange Commission (the “SEC”) and any amendments or supplements thereto and declaration of effectiveness of the Form S-4, (iii) the U.S. Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder (the “Exchange Act”), (iviii) any required filings or approvals required under the rules and regulations of the New York Stock ExchangeNYSE, (iv) the filing of the Partnership Certificate of Merger with the SSSD, and (v) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act applicable requirements, if any, of 1976, as amended, and the rules and regulations promulgated thereunder state securities or “blue sky” Laws (the “HSR Act”) and (vi) the approvals set forth in Section 3.3(b) of the Company Disclosure Schedule (covering the applicable laws or other legal restraints of foreign countries designed to govern competition or trade regulation or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Blue Sky Laws”)) , (clauses (i) – (viv), collectively, the “Transaction Approvals”), no authorization, consent, orderOrder, license, permit or approval of, or registration, declaration, notice or filing with, any Governmental Entity is required to be made or obtained under applicable Law for the consummation by the Company or its Subsidiaries of the transactions contemplated by this Agreement, except for such authorizationsexcept, consentsin each case, orders, licenses, permits, approvals, registrations, declarations, notices and filings that are not required to be made or obtained prior to the consummation of such transactions or that where the failure to make or obtain such Transaction Approval would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(c) The execution and delivery by the Company and Company OP of this Agreement does not, and (assuming the Transaction Approvals are obtained) the consummation of the transactions contemplated hereby, hereby and compliance with the provisions hereof will not, (i) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control or default (with or without notice of lapse of time, or both) under, or result in termination or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than Company Permitted Liens) upon any of the respective properties or assets of the Company or any of its Subsidiaries pursuant to, any Contract to which the Company or any of its Subsidiaries is a party or by which it or any of its respective properties or assets is boundbound (including any Company Benefit Plan), except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (ii) conflict with or result in any violation of any provision of the Company Organizational Documents Documents, or (iii) conflict with or violate any applicable Laws Laws, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 1 contract
Corporate Authority Relative to this Agreement; Consents and Approvals; No Violation. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and, subject to adoption of this Agreement by holders of two-thirds of the outstanding Company Common Shares entitled to vote thereon (the “Company Shareholder Approval”)Stockholder Approval having been obtained, to consummate the transactions contemplated hereby, including the MergersMerger. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, including the MergersMerger, have been duly and validly authorized by the Company Board and, except for the Company Shareholder Stockholder Approval having been obtained and the filing of the Initial Certificates of Merger and the Subsequent Certificates Certificate of Merger with the Secretary Department of State the Treasury of the State of Ohio and the Secretary of State of the State of DelawareNew Jersey, no other corporate action or proceedings on the part of the Company or vote of the Company’s shareholders are necessary to authorize the execution and delivery by the Company of this Agreement or the consummation of the transactions contemplated hereby, including the MergersMerger. The As of the date hereof, the Company Board has (i) determined that the transactions contemplated by this Agreementnot rescinded, including the Mergers, are advisable, fair to and in the best interests of modified or withdrawn the Company and its shareholders, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Mergers, (iii) resolved to recommend that the holders of Company Common Shares adopt this Agreement (the “Company Recommendation”) and (iv) directed that the adoption of this Agreement be submitted for consideration by the Company’s shareholders at a meeting thereofBoard Recommendation in any way. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legaldue authorization, valid execution and binding agreement of delivery thereof by Parent and Merger SubsSub, this Agreement constitutes the a legal, valid and binding agreement of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to applicable the effects of bankruptcy, reorganization, fraudulent conveyance, insolvency, moratorium or other similar Laws affecting creditor’s rights generally and the availability of generally, equitable relief principles (whether considered in a Proceeding in equity or at law) and any implied covenant of good faith and fair dealing (the “Enforceability Exceptions”).
(b) Other than in connection with or in compliance with (i) The execution, delivery and performance of this Agreement by the filing Company, including the consummation of the Initial Certificates of Merger Merger, do not and the Subsequent Certificates of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, (ii) the filing of the Form S-4 (including the Joint Proxy Statement/Prospectus) with the U.S. Securities and Exchange Commission (the “SEC”) and will not require any amendments or supplements thereto and declaration of effectiveness of the Form S-4, (iii) the U.S. Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder (the “Exchange Act”), (iv) the rules and regulations of the New York Stock Exchange, (v) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) and (vi) the approvals set forth in Section 3.3(b) of the Company Disclosure Schedule (covering the applicable laws or other legal restraints of foreign countries designed to govern competition or trade regulation or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)) (clauses (i) – (vi), collectively, the “Transaction Approvals”), no authorization, consent, order, order license, permit or approval of, or registration, declaration, notice or filing with, any Governmental Entity is required to be made or obtained under applicable Law for the consummation by the Company of the transactions contemplated by this AgreementEntity, except for (i) the filing of the Certificate of Merger with the Department of the Treasury of the State of New Jersey, (ii) the requirements of the applicable U.S. federal securities Laws, including the rules and regulations of the SEC thereunder, including the filing of the Proxy Statement pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), regarding the Merger and the other transactions contemplated hereby, and (iii) requirements under applicable state securities Laws or “blue sky” Laws, (clauses (i) – (iii), collectively, the “Transaction Approvals”), and (iv) such authorizations, consents, ordersOrders, licenses, permits, approvals, registrations, declarations, notices and filings that are not required to be made or obtained prior to the consummation of such transactions or that the failure of which to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect or prevent or materially delay the Company from performing its obligations under this Agreement in any material respect.
(c) The execution Except as set forth in Section 3.3(c) of the Company Disclosure Letter, the execution, delivery and delivery performance by the Company of this Agreement does notnot and, and (assuming the Transaction Approvals are obtained) the consummation of the transactions contemplated hereby, and compliance with the provisions hereof will not, (i) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control or default under, or result in termination or give rise to others any right of termination, vesting, amendment, acceleration or cancellation ofof (with or without notice or lapse of time, or result in the creation of a Lien (other than Company Permitted Liens) upon any of the respective properties or assets of the Company or any of its Subsidiaries pursuant toboth), any Contract to which the Company or any of its Subsidiaries is a party or by which it or any of its respective properties or assets is bound, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (ii) conflict with or result in any violation of any provision of the Company Organizational Documents or (iii) conflict with or violate any applicable Laws except except, in the cases of clauses (i) and (iii) for any such conflict, violation, breach or other occurrence, as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 1 contract
Corporate Authority Relative to this Agreement; Consents and Approvals; No Violation. (a) The Company Each of Parent and Merger Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement and, subject with respect to adoption of this Parent, the Commitment Letter and the Bridge Term Loan Facility Agreement (“BFA”) contemplated by holders of two-thirds of the outstanding Company Common Shares entitled to vote thereon (the “Company Shareholder Approval”), Commitment Letter and to consummate the transactions contemplated hereby, including the MergersMerger and, with respect to Parent, the BFA. The execution, delivery and performance by the Company Parent and Merger Sub of this Agreement and, with respect to Parent, the BFA and the consummation by each of them of the transactions contemplated hereby, including the Merger and, with respect to Parent, the Financing contemplated by the BFA, have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other corporate action or proceedings on the part of either Parent or Merger Sub, or other vote of Parent’s or Merger Sub’s stockholders, is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement, the Commitment Letter and, with respect to Parent, the BFA and the consummation of the transactions contemplated hereby, including the MergersMerger and, have been duly and validly authorized with respect to Parent, the Financing contemplated by the Company BFA. The Board and, except for the Company Shareholder Approval and the filing of the Initial Certificates Directors of Merger and the Subsequent Certificates of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, no other corporate action or proceedings on the part of the Company or vote of the Company’s shareholders are necessary to authorize the execution and delivery by the Company of this Agreement or the consummation of the transactions contemplated hereby, including the Mergers. The Company Board Sub has unanimously (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Mergers, Merger are advisable, fair to and in the best interests of the Company Merger Sub’s stockholders and its shareholders, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Mergers, (iii) resolved to recommend that the holders of Company Common Shares adopt this Agreement (the “Company Recommendation”) and (iv) directed that the adoption of this Agreement be submitted for consideration by the Company’s shareholders at a meeting thereofMerger. This Agreement has been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Substhe Company, this Agreement constitutes the legal, valid and binding agreement of the Company Parent and Merger Sub and is enforceable against the Company Parent and Merger Sub in accordance with its terms, except as such enforcement may be subject to applicable bankruptcy, reorganization, fraudulent conveyance, insolvency, moratorium or other similar Laws affecting creditor’s rights generally and the availability of equitable relief and any implied covenant of good faith and fair dealing (the “Enforceability Exceptions”).
(b) Other than in connection with or in compliance with (i) the filing of the Initial Certificates of Merger and the Subsequent Certificates Certificate of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, (ii) the filing of the Form S-4 (including the Joint Proxy Statement/Prospectus) with the U.S. Securities and Exchange Commission (the “SEC”) and any amendments or supplements thereto and declaration of effectiveness of the Form S-4Act, (iii) the U.S. Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder (the “Exchange HSR Act”), (iv) the rules and regulations of the New York Stock Exchange, (v) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) and (vi) the approvals set forth in Section 3.3(b4.2(b) of the Company Parent Disclosure Schedule Schedule, and (covering the applicable laws or other legal restraints of foreign countries designed to govern competition or trade regulation or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade v) CFIUS Approval (collectively, “Antitrust Laws”)) (clauses (i) – (vi), collectively, the “Transaction Parent Approvals”), and subject to the accuracy of the Company’s representations and warranties set forth in Section 3.3(b), no authorization, consent, order, license, permit or approval of, or registration, declaration, notice or filing with, any Governmental Entity is required to be made or obtained obtained, under applicable Law Law, for the consummation by the Company Parent or Merger Sub of the transactions contemplated by this Agreement, including the Financing contemplated by the BFA, except for such authorizations, consents, orders, licenses, permits, approvals, registrations, declarations, notices and filings that are not required to be made or obtained prior to the consummation of such transactions or that the failure to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect.
(c) The execution and delivery by the Company Parent and Merger Sub of this Agreement does not, and (assuming the Transaction Parent Approvals are obtained) the consummation of the transactions contemplated hereby, including the Financing contemplated by the BFA, and compliance with the provisions hereof will not, not (i) require any consent or approval under, violate, conflict with, result in any breach of loss, or any loss suspension, limitation or impairment of any benefit underright of Parent or Merger Sub to own or use any assets required for the conduct of their business or result in any violation of, constitute a change of control or default (with or without notice or lapse of time, or both) under, or result in termination or give rise to others any a right of termination, vestingcancellation, amendment, or acceleration or cancellation of, any obligation or result in to the creation loss of a Lien (other than Company Permitted Liens) benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, Contract, instrument, permit, concession, franchise, right or license binding upon Parent or Merger Sub or by which or to which any of their respective properties, rights or assets are bound or subject, in each case, upon any of the respective properties or assets of the Company Parent or any of its Subsidiaries pursuant to, any Contract to which the Company or any of its Subsidiaries is a party or by which it or any of its respective properties or assets is boundMerger Sub, except for such losses, suspensions, limitations, impairments, conflicts, violations, defaults, terminations, cancellation, or accelerations or Liens as would not reasonably be expected to haveexpected, individually or in the aggregate, to have a Company Parent Material Adverse Effect, (ii) conflict with or result in any violation of any provision of the Company Organizational Documents charter or bylaws or other equivalent organizational document, of Parent or Merger Sub or (iii) conflict with or violate any applicable Laws except as would not reasonably be expected to haveexpected, individually or in the aggregate, to have a Company Parent Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (Airgas Inc)
Corporate Authority Relative to this Agreement; Consents and Approvals; No Violation. (a) The Company Each of Parent and Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement and, subject to adoption of this Agreement by holders of two-thirds of the outstanding Company Common Shares entitled to vote thereon (the “Company Shareholder Approval”), and to consummate the transactions contemplated hereby, including the MergersOffer, the Merger and the Financing. The execution, delivery and performance by the Company Parent and Merger Sub of this Agreement and the consummation by each of them of the transactions contemplated hereby, including the MergersOffer, the Merger and the Financing, have been or will be, as the case may be, duly and validly authorized by the Company Board of Directors of Parent and the Board of Directors of Merger Sub and, except for the Company Shareholder Approval and the filing of the Initial Certificates of Merger and the Subsequent Certificates Certificate of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, no other corporate action or proceedings on the part of the Company either Parent or vote of the Company’s shareholders Merger Sub are necessary to authorize the execution and delivery by the Company Parent and Merger Sub of this Agreement or and the consummation of the transactions contemplated hereby, including the MergersOffer, the Merger and the Financing. The Company Board of Directors of Parent has approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Offer and the Merger, and shall approve the execution, delivery and performance of the Financing and the consummation of the transactions contemplated thereby. The Board of Directors of Merger Sub has (i) determined that the transactions contemplated by this Agreement, including the MergersOffer and the Merger, are advisable, fair to and in the best interests of the Company Merger Sub and its shareholderssole stockholder, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Mergers, Offer and the Merger and (iii) resolved to recommend that the holders sole stockholder of Company Common Shares Merger Sub adopt this Agreement (the “Company Recommendation”) and (iv) directed that the adoption Agreement. The sole stockholder of Merger Sub has duly executed a written consent, effective immediately following execution of this Agreement, adopting this Agreement be submitted for consideration by and approving the Company’s shareholders at a meeting thereoftransactions contemplated hereby, including the Offer and the Merger. This Agreement has been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming this Agreement the due authorization, execution and delivery thereof by the Company, constitutes the a legal, valid and binding agreement of Parent and Merger Subs, this Agreement constitutes the legal, valid and binding agreement of the Company and is Sub enforceable against the Company Parent and Merger Sub in accordance with its terms, except as such enforcement may be subject to applicable bankruptcy, reorganization, fraudulent conveyance, insolvency, moratorium or other similar Laws affecting creditor’s rights generally and the availability effects of equitable relief and any implied covenant of good faith and fair dealing (the “Enforceability Exceptions”).
(b) Other than in connection with or in compliance with (i) The execution, delivery and performance of this Agreement by Parent and Merger Sub, including the filing consummation of the Initial Certificates of Offer, the Merger and the Subsequent Certificates of Merger with the Secretary of State of the State of Ohio Financing, do not and the Secretary of State of the State of Delaware, (ii) the filing of the Form S-4 (including the Joint Proxy Statement/Prospectus) with the U.S. Securities and Exchange Commission (the “SEC”) and will not require any amendments or supplements thereto and declaration of effectiveness of the Form S-4, (iii) the U.S. Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder (the “Exchange Act”), (iv) the rules and regulations of the New York Stock Exchange, (v) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) and (vi) the approvals set forth in Section 3.3(b) of the Company Disclosure Schedule (covering the applicable laws or other legal restraints of foreign countries designed to govern competition or trade regulation or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)) (clauses (i) – (vi), collectively, the “Transaction Approvals”), no authorization, consent, order, order license, permit or approval of, or registration, declaration, notice or filing with, any Governmental Entity is required to be made or obtained under applicable Law except for the consummation by the Company of the transactions contemplated by this Agreement, except for Transaction Approvals and such authorizations, consents, ordersOrders, licenses, permits, approvals, registrations, declarations, notices and filings that are not required to be made or obtained prior to the consummation of such transactions or that the failure of which to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect.
(c) The execution execution, delivery and delivery performance by the Company Parent and Merger Sub of this Agreement does and the consummation of the Financing do not, and (assuming the Transaction Approvals are obtained) the consummation of the transactions contemplated hereby, and compliance with the provisions hereof will not, not (i) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control or default under, or result in termination or give rise to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than Company Permitted Liens) upon any of the respective properties or assets of the Company or any of its Subsidiaries pursuant to, any Contract to which the Company Parent, Merger Sub or any of its their Subsidiaries is a party or by which it they or any of its their respective properties or assets is bound, except (ii) conflict with or result in any violation of any provision of the charter or bylaws or other equivalent organizational document, of Parent or Merger Sub or (iii) conflict with or violate any applicable Laws except, in the cases of clauses (i) and (iii) above, for any such conflict, violation, breach or other occurrence, as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (ii) conflict with or result in any violation of any provision of the Company Organizational Documents or (iii) conflict with or violate any applicable Laws except as would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect.
Appears in 1 contract
Corporate Authority Relative to this Agreement; Consents and Approvals; No Violation. (a) The Company Such Seller has the requisite full corporate power and authority to execute and deliver this Agreement and the Ancillary Documents to which it is a party and, subject to adoption of this Agreement by holders of two-thirds the entry of the outstanding Company Common Shares entitled to vote thereon (Sale Order and such other authorization as is required by the “Company Shareholder Approval”)Bankruptcy Code, to perform its obligations under and consummate the transactions contemplated herebyby this Agreement, including the MergersAsset Purchase, and the Ancillary Documents to which it is a party. The execution, delivery and performance by the Company such Seller of this Agreement and the Ancillary Documents to which it is a party and the consummation of the transactions contemplated herebyhereby and thereby, including the MergersAsset Purchase, have been duly and validly authorized by the Company Board and, except for the Company Shareholder Approval such Seller’s board of directors (or a committee thereof) and the filing of the Initial Certificates of Merger and the Subsequent Certificates of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, no other corporate action or proceedings actions on the part of such Seller, subject to the Company or vote entry of the Company’s shareholders Sale Order and such other authorization as is required by the Bankruptcy Code, are necessary to authorize the execution and delivery by the Company such Seller of this Agreement and the Ancillary Documents to which it is a party or the consummation of the transactions contemplated herebyhereby or thereby, including the Mergers. The Company Board has (i) determined that the transactions contemplated by this Agreement, including the Mergers, are advisable, fair to and in the best interests of the Company and its shareholders, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Mergers, (iii) resolved to recommend that the holders of Company Common Shares adopt this Agreement (the “Company Recommendation”) and (iv) directed that the adoption of this Agreement be submitted for consideration by the Company’s shareholders at a meeting thereofAsset Purchase. This Agreement has been, and the Ancillary Documents to which it is a party have been (or will be at Closing) duly and validly executed and delivered by the Company such Seller and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger SubsBuyer, this Agreement constitutes and the Ancillary Documents to which it is a party constitute (or upon execution at Closing will constitute, as applicable), the entry of the Sale Order and such other authorization as is required by the Bankruptcy Code, the legal, valid and binding agreement agreements of the Company and is such Seller, enforceable against the Company such Seller in accordance with its their terms, except as and to the extent that such enforcement validity and enforceability may be subject to applicable bankruptcy, reorganization, fraudulent conveyance, insolvency, moratorium limited by equitable principles of general applicability (whether considered in a proceeding at law or other similar Laws affecting creditor’s rights generally and the availability of equitable relief and any implied covenant of good faith and fair dealing in equity) (the “Enforceability Exceptions”).
(b) Other than in connection with or in compliance with (i) the filing of the Initial Certificates of Merger and the Subsequent Certificates of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, (ii) the filing of the Form S-4 (including the Joint Proxy Statement/Prospectus) with the U.S. Securities and Exchange Commission (the “SEC”) and any amendments or supplements thereto and declaration of effectiveness of the Form S-4, (iii) the U.S. Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder (the “Exchange Act”), (iv) the rules and regulations of the New York Stock Exchange, (v) the XxxxHxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) and ), (viii) the approvals set forth in Section 3.3(b) of the Company Sellers Disclosure Schedule (covering the applicable laws Laws or other legal restraints of foreign countries designed to govern competition or trade regulation or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)) and (iii) the Sale Order (clauses (i) – through (viiii), collectively, the “Transaction Approvals”), and subject to the accuracy of Buyer’s representations and warranties set forth in Section 4.2(b), no authorization, consent, order, license, permit or approval of, or registration, declaration, notice or filing with, any Governmental Entity is required to be made or obtained under applicable Law for the consummation by the Company such Seller of the transactions contemplated by this Agreementhereby, except for such authorizations, consents, orders, licenses, permits, approvals, registrations, declarations, notices and filings that are not required to be made or obtained prior to the consummation of such transactions or that the failure to make or obtain would not not, in the case of this Section 3.3(b), reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(c) The Except as set forth in Section 3.3(c) of the Sellers Disclosure Schedule (the “Consents”), the execution and delivery by the Company such Seller of this Agreement does not, and (assuming the Transaction Approvals are obtainedobtained and after giving effect to the Sale Order and such other authorization as is required by the Bankruptcy Code) the consummation of the transactions contemplated hereby, hereby and compliance with the provisions hereof will not, (i) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a an impermissible change of control or default under, or result in termination or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than Company Permitted Liens) upon any of the respective properties or assets of the Company such Seller or any of its the Acquired Subsidiaries pursuant to, any Contract to which the Company such Seller or any of its the Acquired Subsidiaries is a party or by which it they or any of its their respective properties or assets is are bound, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (ii) conflict with or result in any violation of any provision of the Company Organizational Documents of such Seller or (iii) conflict with or violate any applicable Laws except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 1 contract
Corporate Authority Relative to this Agreement; Consents and Approvals; No Violation. (a) The Company Each of Parent and Xxxxxx Sub has the requisite corporate power and authority to execute and deliver this Agreement andand the other Transaction Documents to which it is a party, subject to adoption of this Agreement by holders of two-thirds of the outstanding Company Common Shares entitled to vote thereon (the “Company Shareholder Approval”)perform its obligations hereunder and thereunder, and to consummate the transactions contemplated herebyhereby and thereby, including the MergersMerger and the Financing. The execution, delivery and performance by the Company Xxxxxx and Merger Sub of this Agreement and the consummation by each of them of the transactions contemplated hereby, including the MergersMerger and the Financing, have been duly and validly authorized by the Company Board of Directors of Parent and the Board of Directors of Merger Sub and, except for the Company Shareholder Approval adoption of this Agreement by Parent, as the sole stockholder of Merger Sub (which such adoption shall occur immediately following the execution of this Agreement), and the filing of the Initial Certificates of Merger and the Subsequent Certificates Certificate of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, no other corporate action or proceedings proceeding on the part of the Company either Parent or Merger Sub, or other vote of the CompanyParent’s shareholders are stockholders or Merger Sub’s stockholders, is necessary to authorize the execution and delivery by the Company Xxxxxx and Xxxxxx Sub of this Agreement or and the consummation of the transactions contemplated hereby, including the MergersMerger and the Financing. The Company Board of Directors of Parent has approved the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, including the Merger, and the Board of Directors of Merger Sub has (i) determined that the transactions contemplated by this AgreementAgreement and the other Transaction Documents to which it is a party, including the MergersMerger, are advisable, fair to and in the best interests of the Company Merger Sub and its shareholderssole stockholder, (ii) approved the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and the consummation of the transactions contemplated herebyhereby and thereby, including the Mergers, Merger and (iii) resolved to recommend that the holders sole stockholder of Company Common Shares Merger Sub adopt this Agreement (the “Company Recommendation”) and (iv) directed that the adoption of this Agreement be submitted for consideration by the Company’s shareholders at a meeting thereofAgreement. This Agreement has been been, and the other Transaction Documents to which one or both of Parent and Merger Sub, as applicable, is a party when executed will be, duly and validly executed and delivered by the Company Parent and/or Merger Sub, as applicable, and, assuming this Agreement constitutes and the other Transaction Documents to which one or both of Parent and Merger Sub, as applicable, is a party constitute the legal, valid and binding agreement of the Company, this Agreement and the other Transaction Documents to which one or both of Parent and Merger Sub, as applicable, is a party constitute the legal, valid and binding agreement of Parent and/or Merger Sub, as applicable, and Merger Subs, this Agreement constitutes the legal, valid and binding agreement of the Company and is are enforceable against the Company Parent and/or Merger Sub, as applicable, in accordance with its terms, except as such enforcement may be subject to applicable bankruptcy, reorganization, fraudulent conveyance, insolvency, moratorium or other similar Laws affecting creditor’s rights generally and the availability of equitable relief and any implied covenant of good faith and fair dealing (the “Enforceability Exceptions”).
(b) Other than in connection with or in compliance with (i) the filing Transaction Approvals, and subject to the accuracy of the Initial Certificates of Merger Company’s representations and the Subsequent Certificates of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, (ii) the filing of the Form S-4 (including the Joint Proxy Statement/Prospectus) with the U.S. Securities and Exchange Commission (the “SEC”) and any amendments or supplements thereto and declaration of effectiveness of the Form S-4, (iii) the U.S. Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder (the “Exchange Act”), (iv) the rules and regulations of the New York Stock Exchange, (v) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) and (vi) the approvals warranties set forth in Section 3.3(b) of the Company Disclosure Schedule (covering the applicable laws or other legal restraints of foreign countries designed to govern competition or trade regulation or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)) (clauses (i) – (vi), collectively, the “Transaction Approvals”), no authorization, consent, orderOrder, license, permit or approval of, or registration, declaration, notice or filing with, any Governmental Entity is required to be made or obtained under applicable Law for the consummation by the Company Parent or Merger Sub of the transactions contemplated by this Agreement, including the Financing, except for such authorizations, consents, ordersOrders, licenses, permits, approvals, registrations, declarations, notices and filings that are not required to be made or obtained prior to the consummation of such transactions or that the failure to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect.
(c) The execution and delivery by the Company Parent and/or Merger Sub, as applicable, of this Agreement and the other Transaction Documents to which one or both of them is a party, does not, and (assuming the Transaction Approvals are obtained) the consummation of the transactions contemplated herebyhereby and thereby, including the Financing, and compliance with the provisions hereof and thereof will not, (i) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control default under (with or default underwithout notice, or lapse of time, or both), result in termination or give to others any right of termination, vesting, amendment, acceleration acceleration, or cancellation of, or result in the creation of a any Lien (other than Company a Permitted LiensLien) upon on any of the respective properties or assets of the Company Parent, Merger Sub or any of its their Subsidiaries pursuant to, to any Contract to which the Company Parent, Merger Sub or any of its their Subsidiaries is a party or by which it they or any of its their respective properties or assets is bound, except except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect, (ii) conflict with or result in any violation of any provision of the Company Organizational Documents charter or bylaws or other equivalent organizational document, of Parent or Merger Sub or (iii) conflict with or violate any applicable Laws Laws, except as would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (Barnes Group Inc)
Corporate Authority Relative to this Agreement; Consents and Approvals; No Violation. (a) The Company has the requisite corporate power and authority to execute and deliver enter into this Agreement and, subject to adoption of this Agreement by holders of two-thirds a majority of the outstanding shares of Company Common Shares Stock entitled to vote thereon (the “Company Shareholder Stockholder Approval”), to consummate the transactions contemplated hereby, including the MergersMerger. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, including the MergersMerger, have been duly and validly authorized by the Company Board of Directors and, except for the Company Shareholder Stockholder Approval and the filing of the Initial Certificates of Merger and the Subsequent Certificates Certificate of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, no other corporate action or proceedings on the part of the Company or vote of the Company’s shareholders stockholders are necessary to authorize the execution and delivery by the Company of this Agreement or the consummation of the transactions contemplated hereby, including the MergersMerger. The Company Board of Directors has unanimously (i) resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”), (ii) declared it advisable to enter into the Merger Agreement , (iii) determined that this Agreement and the Merger and the other transactions contemplated by this Agreement, including the Mergers, Agreement are advisable, fair to and in the best interests of the Company and its shareholdersthe Company’s stockholders, (iiiii) approved the execution, delivery and performance of this Agreement and the consummation of Merger and the other transactions contemplated hereby, including the Mergers, (iii) resolved to recommend that the holders of Company Common Shares adopt by this Agreement (the “Company Recommendation”) and (iv) directed that the adoption of this Agreement be submitted for consideration by the Company’s shareholders stockholders at a meeting thereof. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger SubsSub, this Agreement constitutes the legal, valid and binding agreement of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to applicable bankruptcy, reorganization, fraudulent conveyance, insolvency, moratorium or other similar Laws affecting creditor’s rights generally and the availability of equitable relief and any implied covenant of good faith and fair dealing (the “Enforceability Exceptions”).
(b) Other than in connection with or in compliance with (i) the filing of the Initial Certificates of Merger and the Subsequent Certificates Certificate of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, (ii) the filing of the Form S-4 (including the Joint Proxy Statement/Prospectus) Statement with the U.S. Securities and Exchange Commission (the “SEC”) and any amendments or supplements thereto and declaration of effectiveness of the Form S-4thereto, (iii) the U.S. Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder (the “Exchange Act”), (iv) the rules and regulations of the New York Stock Exchange, (v) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) and (vi) CFIUS Approval (collectively, the approvals “Company Approvals”), and subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 3.3(b) of the Company Disclosure Schedule (covering the applicable laws or other legal restraints of foreign countries designed to govern competition or trade regulation or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)) (clauses (i) – (vi), collectively, the “Transaction Approvals”4.2(b), no authorization, consent, order, license, permit or approval of, or registration, declaration, notice or filing with, any Governmental Entity is required to be made or obtained obtained, under applicable Law Law, for the consummation by the Company of the transactions contemplated by this Agreement, except for such authorizations, consents, orders, licenses, permits, approvals, registrations, declarations, notices and filings that are not required to be made or obtained prior to the consummation of such transactions or that the failure to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(c) The execution and delivery by the Company of this Agreement does not, and (assuming the Transaction Company Approvals are obtained) the consummation of the transactions contemplated hereby, hereby and compliance with the provisions hereof will not, not (i) require any consent or approval under, violate, conflict with, result in any breach loss, or suspension, limitation or impairment of any right of the Company or any loss of its Subsidiaries to own or use any benefit underassets required for the conduct of their business or result in any violation of, constitute a change of control or default (with or without notice or lapse of time, or both) under, or result in termination or give rise to others any a right of termination, vestingcancellation, amendmentfirst offer, first refusal, modification or acceleration of, or cancellation oftrigger the grant of any material rights or material change to the payment terms under, any obligation or to the loss of a benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, Contract, instrument, permit, concession, franchise, right or license binding upon the Company or any of its Subsidiaries or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of any liens, claims, mortgages, encumbrances, pledges, security interests, equities or charges of any kind (each, a Lien (“Lien”) other than Company Permitted Liens) , in each case, upon any of the respective properties or assets of the Company or any of its Subsidiaries pursuant toSubsidiaries, any Contract to which the Company or except for any of its Subsidiaries is a party or by which it or any of its respective properties or assets is bound, except the foregoing as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (ii) conflict with or result in any violation of any provision of the Company Organizational Documents or (iii) conflict with or violate any applicable Laws except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (Airgas Inc)
Corporate Authority Relative to this Agreement; Consents and Approvals; No Violation. (a) The Company Each of Parent and Merger Sub has the requisite corporate power and authority to execute execute, deliver and deliver perform their applicable obligations under this Agreement and, subject to adoption of this Agreement by holders of two-thirds of the outstanding Company Common Shares entitled to vote thereon (the “Company Shareholder Approval”), and to consummate the transactions contemplated hereby, including the MergersMerger, the Partnership Merger and the Financing. The execution, delivery and performance by Parent and Merger Sub, as applicable, of this Agreement and the Company consummation by each of them of the transactions contemplated hereby (including the Merger, the Partnership Merger and the Financing), have been duly and validly authorized by the board of directors of Parent (the “Parent Board”) and the stockholders of Parent (in the case of Parent) and the board of directors of Merger Sub (the “Merger Sub Board”) and all of the members of Merger Sub (in the case of Merger Sub), and no other corporate action or proceedings on the part of either Parent or Merger Sub, are necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated hereby, including the MergersMerger, have been duly and validly authorized by the Company Board and, except for the Company Shareholder Approval and the filing of the Initial Certificates of Partnership Merger and the Subsequent Certificates Financing. The Parent Board and the stockholders of Parent (in the case of Parent) and the Merger Sub Board and all of the members of Merger with Sub (in the Secretary case of State of Merger Sub) have approved the State of Ohio execution, delivery and the Secretary of State of the State of Delaware, no other corporate action or proceedings on the part of the Company or vote of the Company’s shareholders are necessary to authorize the execution and delivery by the Company performance of this Agreement or and the consummation of the transactions contemplated hereby, including the MergersMerger and the Partnership Merger. The Company Parent Board has (i) determined that the transactions contemplated by this Agreement, including the Mergers, Agreement are advisable, fair to and in the best interests of the Company and its shareholdersParent, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Mergers, and (iii) resolved to recommend that the holders stockholders of Company Common Shares Parent adopt this Agreement (the “Company Recommendation”) and (iv) directed that the adoption of this Agreement be submitted for consideration by the Company’s shareholders at a meeting thereofAgreement. This Agreement has been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent the Company and Merger SubsCompany OP, this Agreement constitutes the legal, valid and binding agreement of the Company Parent and Merger Sub and is enforceable against the Company Parent and Merger Sub in accordance with its terms, except as such enforcement may be subject to applicable bankruptcy, reorganization, fraudulent conveyance, insolvency, moratorium or other similar Laws affecting creditor’s rights generally and the availability of equitable relief and any implied covenant of good faith and fair dealing (the “Enforceability Exceptions”).
(b) Other than in connection with or in compliance with (i) the filing of the Initial Certificates of Merger and the Subsequent Certificates of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, (ii) the filing of the Form S-4 (including the Joint Proxy Statement/Prospectus) with the U.S. Securities and Exchange Commission (the “SEC”) and any amendments or supplements thereto and declaration of effectiveness of the Form S-4, (iii) the U.S. Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder (the “Exchange Act”), (iv) the rules and regulations of the New York Stock Exchange, (v) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) and (vi) the approvals set forth in Section 3.3(b) of the Company Disclosure Schedule (covering the applicable laws or other legal restraints of foreign countries designed to govern competition or trade regulation or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)) (clauses (i) – (vi), collectively, the “Transaction Approvals”), no authorization, consent, orderOrder, license, permit or approval of, or registration, declaration, notice or filing with, any Governmental Entity is required to be made or obtained under applicable Law for the consummation by the Company Parent or Merger Sub of the transactions contemplated by this Agreement, including the Financing, except for such authorizations, consents, ordersOrders, licenses, permits, approvals, registrations, declarations, notices and filings that are not required to be made or obtained prior to the consummation of such transactions or that the failure to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect.
(c) The execution and delivery by the Company Parent and Merger Sub of this Agreement does not, and (assuming the Transaction Approvals are obtained) the consummation of the transactions contemplated hereby, including the Financing, and compliance with the provisions hereof will not, (i) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control or default (with or without notice of lapse of time, or both) under, or result in termination or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than Company Permitted Liens) upon any of the respective properties or assets of the Company or any of its Subsidiaries pursuant to, any Contract to which the Company Parent, Merger Sub or any of its their Subsidiaries is a party or by which it they or any of its their respective properties or assets is bound, except as would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect, (ii) conflict with or result in any violation of any provision of the Company Organizational Documents charter or bylaws or other equivalent organizational document, of Parent or Merger Sub, or (iii) conflict with or violate any applicable Laws Law, except as would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect.
Appears in 1 contract
Corporate Authority Relative to this Agreement; Consents and Approvals; No Violation. (a) The Company Each of Parent and Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement and, subject to adoption of this Agreement by holders of two-thirds of the outstanding Company Common Shares entitled to vote thereon (the “Company Shareholder Approval”), and to consummate the transactions contemplated hereby, including the MergersMerger. The execution, delivery and performance by Pxxxxx and Mxxxxx Sub of this Agreement and the Company consummation by each of them of the transactions contemplated hereby, including the Merger, have been duly and validly authorized by the board of managers of Parent and the board of directors of Merger Sub and, except for the filing of the Certificate of Merger with the Department of the Treasury of the State of New Jersey, no other corporate action or proceedings on the part of either Parent or Merger Sub are necessary to authorize the execution and delivery by Pxxxxx and Merger Sub of this Agreement and the consummation of the transactions contemplated hereby, including the MergersMerger. The board of managers of Parent has approved the execution, have been duly delivery and validly authorized by the Company Board and, except for the Company Shareholder Approval and the filing of the Initial Certificates of Merger and the Subsequent Certificates of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, no other corporate action or proceedings on the part of the Company or vote of the Company’s shareholders are necessary to authorize the execution and delivery by the Company performance of this Agreement or and the consummation of the transactions contemplated hereby, including the MergersMerger. The Company Board board of directors of Merger Sub has (i) determined that the transactions contemplated by this Agreement, including the Mergers, are advisable, fair to and in the best interests of the Company and its shareholders, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Mergers, Merger and (iiiii) resolved to recommend that the holders sole stockholder of Company Common Shares Merger Sub approve and adopt this Agreement (the “Company Recommendation”) Agreement. Parent, as sole stockholder of Merger Sub, has approved and (iv) directed that the adoption of adopted this Agreement be submitted for consideration by the Company’s shareholders at a meeting thereofwritten consent immediately following its execution. This Agreement has been duly and validly executed and delivered by the Company Pxxxxx and Mxxxxx Sub and, assuming this Agreement the due authorization, execution and delivery thereof by the Company, constitutes the a legal, valid and binding agreement of Parent and Merger Subs, this Agreement constitutes the legal, valid and binding agreement of the Company and is Sub enforceable against the Company Parent and Merger Sub in accordance with its terms, except as such enforcement may be subject to applicable bankruptcy, reorganization, fraudulent conveyance, insolvency, moratorium or other similar Laws affecting creditor’s rights generally and the availability effects of equitable relief and any implied covenant of good faith and fair dealing (the “Enforceability Exceptions”).
(b) Other than in connection with or in compliance with (i) The execution, delivery and performance of this Agreement by Pxxxxx and Merger Sub, including the filing consummation of the Initial Certificates of Merger Merger, do not and the Subsequent Certificates of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, (ii) the filing of the Form S-4 (including the Joint Proxy Statement/Prospectus) with the U.S. Securities and Exchange Commission (the “SEC”) and will not require any amendments or supplements thereto and declaration of effectiveness of the Form S-4, (iii) the U.S. Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder (the “Exchange Act”), (iv) the rules and regulations of the New York Stock Exchange, (v) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) and (vi) the approvals set forth in Section 3.3(b) of the Company Disclosure Schedule (covering the applicable laws or other legal restraints of foreign countries designed to govern competition or trade regulation or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)) (clauses (i) – (vi), collectively, the “Transaction Approvals”), no authorization, consent, order, order license, permit or approval of, or registration, declaration, notice or filing with, any Governmental Entity is required to be made or obtained under applicable Law except for the consummation by the Company of the transactions contemplated by this Agreement, except for Transaction Approvals and such authorizations, consents, ordersOrders, licenses, permits, approvals, registrations, declarations, notices and filings that are not required to be made or obtained prior to the consummation of such transactions or that the failure of which to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect.
(c) The execution execution, delivery and delivery performance by the Company Pxxxxx and Merger Sub of this Agreement does not, and (assuming the Transaction Approvals are obtained) the consummation of the transactions contemplated hereby, and compliance with the provisions hereof will not, not (i) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control or default under, or result in termination or give rise to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than Company Permitted Liens) upon any of the respective properties or assets of the Company or any of its Subsidiaries pursuant to, any Contract to which the Company Parent, Merger Sub or any of its their Subsidiaries is a party or by which it they or any of its their respective properties or assets is bound, except (ii) conflict with or result in any violation of any provision of the charter or bylaws or other equivalent organizational document, of Parent or Merger Sub or (iii) conflict with or violate any applicable Laws except, in the cases of clauses (i) and (iii) for any such conflict, violation, breach or other occurrence, as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (ii) conflict with or result in any violation of any provision of the Company Organizational Documents or (iii) conflict with or violate any applicable Laws except as would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect.
Appears in 1 contract
Corporate Authority Relative to this Agreement; Consents and Approvals; No Violation. (a) The Company Each of Parent and Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement and, subject to adoption of this Agreement by holders of two-thirds of the outstanding Company Common Shares entitled to vote thereon (the “Company Shareholder Approval”), and to consummate the transactions contemplated hereby, including the MergersMerger. The execution, delivery and performance by the Company Parent and Merger Sub of this Agreement and the consummation by each of them of the transactions contemplated hereby, including the MergersMerger, have been or will be, as the case may be, duly and validly authorized by the Company Board of Directors of Parent and the Board of Directors of Merger Sub and, except for the Company Shareholder Approval and the filing of the Initial Certificates of Merger and the Subsequent Certificates Certificate of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, no other corporate action or proceedings on the part of the Company either Parent or vote of the Company’s shareholders Merger Sub are necessary to authorize the execution and delivery by the Company Parent and Merger Sub of this Agreement or and the consummation of the transactions contemplated hereby, including the MergersMerger. The Company Board of Directors of Parent has approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger. The Board of Directors of Merger Sub has (i) determined that the transactions contemplated by this Agreement, including the MergersMerger, are advisable, fair to and in the best interests of the Company Merger Sub and its shareholderssole stockholder, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Mergers, Merger and (iii) resolved to recommend that the holders sole stockholder of Company Common Shares Merger Sub adopt this Agreement (the “Company Recommendation”) and (iv) directed that the adoption Agreement. The sole stockholder of Merger Sub has duly executed a written consent, effective immediately following execution of this Agreement, adopting this Agreement be submitted for consideration by and approving the Company’s shareholders at a meeting thereoftransactions contemplated hereby, including the Merger. This Agreement has been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming this Agreement the due authorization, execution and delivery thereof by the Company, constitutes the a legal, valid and binding agreement of Parent and Merger Subs, this Agreement constitutes the legal, valid and binding agreement of the Company and is Sub enforceable against the Company Parent and Merger Sub in accordance with its terms, except as such enforcement may be subject to applicable bankruptcy, reorganization, fraudulent conveyance, insolvency, moratorium or other similar Laws affecting creditor’s rights generally and the availability effects of equitable relief and any implied covenant of good faith and fair dealing (the “Enforceability Exceptions”).
(b) Other than in connection with or in compliance with (i) The execution, delivery and performance of this Agreement by Parent and Merger Sub, including the filing consummation of the Initial Certificates of Merger Merger, do not and the Subsequent Certificates of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, (ii) the filing of the Form S-4 (including the Joint Proxy Statement/Prospectus) with the U.S. Securities and Exchange Commission (the “SEC”) and will not require any amendments or supplements thereto and declaration of effectiveness of the Form S-4, (iii) the U.S. Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder (the “Exchange Act”), (iv) the rules and regulations of the New York Stock Exchange, (v) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) and (vi) the approvals set forth in Section 3.3(b) of the Company Disclosure Schedule (covering the applicable laws or other legal restraints of foreign countries designed to govern competition or trade regulation or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)) (clauses (i) – (vi), collectively, the “Transaction Approvals”), no authorization, consent, order, order license, permit or approval of, or registration, declaration, notice or filing with, any Governmental Entity is required to be made or obtained under applicable Law except for the consummation by the Company of the transactions contemplated by this Agreement, except for Transaction Approvals and such authorizations, consents, ordersOrders, licenses, permits, approvals, registrations, declarations, notices and filings that are not required to be made or obtained prior to the consummation of such transactions or that the failure of which to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect.
(c) The execution execution, delivery and delivery performance by the Company Parent and Merger Sub of this Agreement does do not, and (assuming the Transaction Approvals are obtained) the consummation of the transactions contemplated hereby, and compliance with the provisions hereof will not, not (i) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control or default under, or result in termination or give rise to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than Company Permitted Liens) upon any of the respective properties or assets of the Company or any of its Subsidiaries pursuant to, any Contract to which the Company Parent, Merger Sub or any of its their Subsidiaries is a party or by which it they or any of its their respective properties or assets is bound, except (ii) conflict with or result in any violation of any provision of the charter or bylaws or other equivalent organizational document, of Parent or Merger Sub or (iii) conflict with or violate any applicable Laws except, in the cases of clauses (i) and (iii) above for any such conflict, violation, breach or other occurrence, as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (ii) conflict with or result in any violation of any provision of the Company Organizational Documents or (iii) conflict with or violate any applicable Laws except as would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (Arotech Corp)
Corporate Authority Relative to this Agreement; Consents and Approvals; No Violation. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder, and, subject to adoption of this Agreement by holders of two-thirds a majority of the outstanding Company Common Shares entitled to vote thereon (the “Company Shareholder Stockholder Approval”), to consummate the transactions contemplated herebyhereby and thereby, including the MergersMerger. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, including the MergersMerger, have been duly and validly authorized by the Company Board and, except for the Company Shareholder Stockholder Approval and the filing of the Initial Certificates of Merger and the Subsequent Certificates Certificate of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, no other corporate action or proceedings proceeding on the part of the Company or vote of the Company’s shareholders are stockholders is necessary to authorize the execution and delivery by the Company of this Agreement or the consummation of the transactions contemplated hereby, including the MergersMerger. The Company Board has (i) determined that the transactions contemplated by this AgreementAgreement and the other Transaction Documents to which the Company is a party, including the MergersMerger, are advisable, fair to and in the best interests of the Company and its shareholdersstockholders, (ii) approved the execution, delivery and performance of this Agreement and the other Transaction Documents to which the Company is a party and the consummation of the transactions contemplated herebyhereby and thereby, including the MergersMerger, (iii) resolved to recommend that the holders of Company Common Shares adopt this Agreement (the “Company Recommendation”) and (iv) directed that the adoption of this Agreement be submitted for consideration by the Company’s shareholders stockholders at a meeting thereof. This Agreement has been been, and the other Transaction Documents to which the Company is a party when executed will be, duly and validly executed and delivered by the Company and, assuming this Agreement constitutes and the other Transaction Documents to which the Company is a party constitute the legal, valid and binding agreement of Parent and Merger SubsSub, this Agreement constitutes and the other Transaction Documents to which the Company is a party constitute the legal, valid and binding agreement of the Company and is are enforceable against the Company in accordance with its terms, except as such enforcement may be subject to applicable bankruptcy, reorganization, fraudulent conveyance, insolvency, moratorium or other similar Laws Laws, now or hereafter in effect, affecting creditor’s creditors’ rights generally and the availability of equitable relief and any implied covenant of good faith and fair dealing (the “Enforceability Exceptions”).
(b) Other than in connection with or in compliance with (i) the filing of the Initial Certificates of Merger and the Subsequent Certificates Certificate of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, (ii) the filing of the Form S-4 (including the Joint Proxy Statement/Prospectus) Statement with the U.S. Securities and Exchange Commission (the “SEC”) and any amendments or supplements thereto and declaration of effectiveness of the Form S-4), (iii) the U.S. Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder (the “Exchange Act”), (iv) the rules and regulations of the New York Stock ExchangeExchange (the “NYSE”), (v) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) ), and (vi) the approvals set forth in Section 3.3(b) of the Company Disclosure Schedule (covering the all other applicable laws or other legal restraints of foreign countries Laws designed to govern competition or competition, trade regulation or foreign investment, or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or monopolization, restraint of trade trade, or foreign investment for the purposes of national security, public order or defense matters of the jurisdictions set forth on Section 3.3(b) of the Company Disclosure Letter (collectively, “Antitrust Laws”)) (clauses (i) – (viv), collectively, the “Transaction Approvals”), and subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 4.2(b), no authorization, consent, orderOrder, license, permit or approval of, or registration, declaration, notice or filing with, any Governmental Entity is required to be made or obtained under applicable Law for the consummation by the Company of the transactions contemplated by this AgreementAgreement and the other Transaction Documents to which the Company is a party, except for such authorizations, consents, ordersOrders, licenses, permits, approvals, registrations, declarations, notices and filings that (A) are not required to be made or obtained prior to the consummation of such transactions transactions, or that (B) the failure to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(c) The execution and delivery by the Company of this Agreement and the other Transaction Documents to which the Company is a party does not, and (assuming the Transaction Approvals are obtained) the consummation of the transactions contemplated hereby, hereby and thereby and compliance with the provisions hereof and thereof will not, (i) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change default under (with or without notice or lapse of control or default undertime, or both), result in termination or give to others any right of termination, vesting, amendment, acceleration acceleration, or cancellation of, or result in the creation of a any Lien (other than Company a Permitted LiensLien) upon on any of the respective properties or assets of the Company or any of its Subsidiaries pursuant to, to any Company Material Contract to which the Company or any of its Subsidiaries is a party or by which it or any of its respective properties or assets is bound, except except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (ii) conflict with or result in any violation of any provision of the Company Organizational Documents or (iii) conflict with or violate any applicable Laws Law, except in each case, as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (Barnes Group Inc)
Corporate Authority Relative to this Agreement; Consents and Approvals; No Violation. (a) The Company Each of Parent and Merger Sub has the requisite corporate or company, as applicable, power and authority to execute and deliver this Agreement Agreement, the other Contracts contemplated hereby and, subject to adoption of this Agreement by holders of two-thirds the effectiveness of the outstanding Company Common Shares entitled to vote thereon (the “Company Shareholder Approval”)Parent Consent, to consummate the transactions contemplated hereby, including the MergersMerger and the Financing, and thereby. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the Company other Contracts contemplated hereby and the consummation by each of them of the transactions contemplated hereby, including the Merger and the Financing, and thereby have been duly and validly authorized by the board of directors of Parent and the board of directors of Merger Sub and, except for the Parent Consent becoming effective in accordance with its terms and the DGCL and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate or company action or proceedings on the part of either Parent or Merger Sub, or other vote of Parent’s equityholders or Merger Sub’s stockholders, are necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement, the other Contracts contemplated hereby and the consummation of the transactions contemplated hereby, including the Merger and the Financing, and thereby. The board of directors of Parent has approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the MergersMerger, have been duly and validly authorized by the Company Board and, except for the Company Shareholder Approval and the filing board of the Initial Certificates directors of Merger and the Subsequent Certificates of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, no other corporate action or proceedings on the part of the Company or vote of the Company’s shareholders are necessary to authorize the execution and delivery by the Company of this Agreement or the consummation of the transactions contemplated hereby, including the Mergers. The Company Board Sub has (i) determined that the transactions contemplated by this Agreement, including the MergersMerger, are advisable, fair to and in the best interests of the Company Merger Sub and its shareholderssole stockholder, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the MergersMerger, and (iii) resolved to recommend that the holders sole stockholder of Company Common Shares Merger Sub adopt this Agreement (the “Company Recommendation”) and (iv) directed that the adoption of this Agreement be submitted for consideration by the Company’s shareholders at a meeting thereofAgreement. This Agreement has been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Substhe Company, this Agreement constitutes the legal, valid and binding agreement of the Company Parent and Merger Sub and is enforceable against the Company Parent and Merger Sub in accordance with its terms, except as such enforcement may be subject to applicable bankruptcy, reorganization, fraudulent conveyance, insolvency, moratorium or other similar Laws affecting creditor’s rights generally and the availability of equitable relief and any implied covenant of good faith and fair dealing (the “Enforceability Exceptions”).
(b) Other than in connection with or in compliance with (i) the filing of the Initial Certificates of Merger and the Subsequent Certificates of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, (ii) the filing of the Form S-4 (including the Joint Proxy Statement/Prospectus) with the U.S. Securities and Exchange Commission (the “SEC”) and any amendments or supplements thereto and declaration of effectiveness of the Form S-4, (iii) the U.S. Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder (the “Exchange Act”), (iv) the rules and regulations of the New York Stock Exchange, (v) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) and (vi) the approvals set forth in Section 3.3(b) of the Company Disclosure Schedule (covering the applicable laws or other legal restraints of foreign countries designed to govern competition or trade regulation or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)) (clauses (i) – (vi), collectively, the “Transaction Approvals”), no authorization, consent, order, license, permit or approval of, or registration, declaration, notice or filing with, any Governmental Entity is required to be made or obtained obtained, under applicable Law Law, for the consummation by the Company Parent or Merger Sub of the transactions contemplated by this Agreement, including the Financing, except for such authorizations, consents, orders, licenses, permits, approvals, registrations, declarations, notices and filings that are not required to be made or obtained prior to the consummation of such transactions or that the failure to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect.
(c) The execution and delivery by the Company Parent and Merger Sub of this Agreement does not, and (assuming the Transaction Approvals are obtained) the consummation of the transactions contemplated hereby, including the Financing, and compliance with the provisions hereof will not, (i) conflict with or result in any violation of any provision of the Organizational Documents of Parent or Merger Sub, or (ii) assuming the Transaction Approvals are obtained, (A) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control or default under, or result in termination or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than Company Permitted Liens) upon any of the respective properties or assets of the Company Parent, Merger Sub or any of its Subsidiaries their Subsidiaries, in each case, with or without notice or the passage of time or both, pursuant to, any Contract to which the Company Parent, Merger Sub or any of its their Subsidiaries is a party or by which it they or any of its their respective properties or assets is bound, except as would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect, (ii) conflict with or result in any violation of any provision of the Company Organizational Documents or (iiiB) conflict with or violate any applicable Laws Laws, except solely as it relates to this clause (ii), as has not had or as would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect.
Appears in 1 contract
Corporate Authority Relative to this Agreement; Consents and Approvals; No Violation. (a) The Company Each of Parent and Purchaser has the requisite corporate power and authority to execute and deliver this Agreement and, subject to adoption of this Agreement by holders of two-thirds of the outstanding Company Common Shares entitled to vote thereon (the “Company Shareholder Approval”), and to consummate the transactions contemplated hereby, including the MergersAcquisition and the Financing. The execution, delivery and performance by Parent and Purchaser of this Agreement and the Company consummation by each of them of the transactions contemplated hereby, including the Acquisition and the Financing, have been duly and validly authorized by the Parent Board and the Purchaser Board and, except for the approval of the Scheme by Parent, as the sole stockholder of Purchaser (which such approval shall occur prior to or concurrently with the execution of this Agreement), no other corporate action or proceedings on the part of either Parent or Purchaser, or vote of Parent’s or Purchaser’s shareholders, are necessary to authorize the execution and delivery by Parent and Purchaser of this Agreement and the consummation of the transactions contemplated hereby, including the Mergers, have been duly and validly authorized by the Company Board and, except for the Company Shareholder Approval Acquisition and the filing of Financing. The Parent Board has approved the Initial Certificates of Merger execution, delivery and the Subsequent Certificates of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, no other corporate action or proceedings on the part of the Company or vote of the Company’s shareholders are necessary to authorize the execution and delivery by the Company performance of this Agreement or and the consummation of the transactions contemplated hereby, including the Mergers. The Company Acquisition, and the Purchaser Board has (i) determined that the transactions contemplated by this Agreement, including the MergersAcquisition, are advisable, fair would be most likely to promote the success of Purchaser for the benefit of its sole shareholder and in the best interests of the Company and its shareholders, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Mergers, (iii) resolved to recommend that the holders of Company Common Shares adopt this Agreement (the “Company Recommendation”) and (iv) directed that the adoption of this Agreement be submitted for consideration by the Company’s shareholders at a meeting thereofAcquisition. This Agreement has been duly and validly executed and delivered by the Company Parent and Purchaser and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Substhe Company, this Agreement constitutes the legal, valid and binding agreement of the Company Parent and Purchaser and is enforceable against the Company Parent and Purchaser in accordance with its terms, except as such enforcement may be subject to applicable bankruptcy, reorganization, fraudulent conveyance, insolvency, moratorium or other similar Laws affecting creditor’s rights generally and the availability of equitable relief and any implied covenant of good faith and fair dealing (the “Enforceability Exceptions”).
(b) Other than in connection with or in compliance with (i) the filing of the Initial Certificates of Merger and the Subsequent Certificates of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, (ii) the filing of the Form S-4 (including the Joint Proxy Statement/Prospectus) with the U.S. Securities and Exchange Commission (the “SEC”) and any amendments or supplements thereto and declaration of effectiveness of the Form S-4, (iii) the U.S. Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder (the “Exchange Act”), (iv) the rules and regulations of the New York Stock Exchange, (v) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) and (vi) the approvals set forth in Section 3.3(b) of the Company Disclosure Schedule (covering the applicable laws or other legal restraints of foreign countries designed to govern competition or trade regulation or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)) (clauses (i) – (vi), collectively, the “Transaction Approvals”), no authorization, consent, order, license, permit or approval of, or registration, declaration, notice or filing with, any Governmental Entity is required to be made or obtained obtained, under applicable Law Law, for the consummation by the Company Parent or Purchaser of the transactions contemplated by this Agreement, including the Acquisition and the Financing, except for such authorizations, consents, orders, licenses, permits, approvals, registrations, declarations, notices and filings that are not required to be made or obtained prior to the consummation of such transactions or that the failure to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect.
(c) The execution and delivery by the Company Parent and Purchaser of this Agreement does not, and (assuming the Transaction Approvals are obtained) the consummation of the transactions contemplated hereby, including the Acquisition and the Financing, and compliance with the provisions hereof will not, (i) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control or default under, or result in termination or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than Company Permitted Liens) upon any of the respective properties or assets of the Company Parent, Purchaser or any of its their Subsidiaries pursuant to, any Contract to which the Company Parent, Purchaser or any of its their Subsidiaries is a party or by which it they or any of its their respective properties or assets is bound, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect, (ii) conflict with or result in any violation of any provision of the Company Organizational Documents charter or bylaws or other equivalent organizational document, of Parent or Purchaser or (iii) conflict with or violate any applicable Laws Laws, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect.
Appears in 1 contract
Corporate Authority Relative to this Agreement; Consents and Approvals; No Violation. (a) The Company Each of Parent and each Merger Sub has the requisite corporate power or limited liability power, as applicable, and authority to execute and deliver this Agreement and, subject to adoption the approval of this Agreement the Parent Share Issuance by a majority of the votes cast by holders of two-thirds outstanding shares of the outstanding Company Parent Common Shares entitled to vote thereon Stock (the “Company Shareholder Parent Stockholder Approval”), to consummate the transactions contemplated hereby, including the Mergers. The execution, delivery and performance by the Company Parent and each Merger Sub of this Agreement and the consummation by each of them of the transactions contemplated hereby, including the Mergers, have been duly and validly authorized by the Company Parent Board and the Board of Directors of Merger Sub I and the managers of Merger Sub II and, except for the Company Shareholder adoption of this Agreement by Parent, as the sole stockholder of Merger Sub I and as the sole member of Merger Sub II (which such adoption shall occur immediately following the execution of this Agreement), the Parent Stockholder Approval and the filing of the Initial Certificates of Merger and the Subsequent Certificates of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, no other corporate action or proceedings on the part of the Company Parent or either Merger Sub, or other vote of the CompanyParent’s shareholders stockholders, Merger Sub’s sole shareholder or Merger Sub II’s sole member, are necessary to authorize the execution and delivery by the Company Parent and Merger Subs of this Agreement or the consummation of the transactions contemplated hereby, including the Mergers. .
(i) The Company Parent Board has (iA) determined that the transactions contemplated by this Agreement, including the Mergers, are advisable, fair to and in the best interests of the Company Parent and its shareholdersstockholders, (iiB) declared it advisable to enter into this Agreement (C) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Mergers, (iiiD) resolved to recommend that the holders of Company Parent Common Shares adopt this Agreement Stock approve the Parent Share Issuance (the “Company Parent Recommendation”) and (ivE) directed that the adoption of this Agreement Parent Share Issuance be submitted for consideration by the CompanyParent’s shareholders stockholders at a meeting thereof, (ii) the Board of Directors of Merger Sub I has (A) determined that the transactions contemplated by this Agreement, including the Mergers, are advisable, fair to and in the best interests of Merger Sub I and its sole shareholder, (B) approved the Mergers, on the terms and subject to the conditions set forth in this Agreement, (C) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Mergers and (D) resolved to recommend that the sole shareholder of Merger Sub I adopt this Agreement and (iii) the managers of Merger Sub II have (A) determined that the transactions contemplated by this Agreement, including the Mergers, are advisable, fair to and in the best interests of Merger Sub II and its sole member, (B) approved the Mergers, on the terms and subject to the conditions set forth in this Agreement, (C) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Mergers and (D) resolved to recommend that the sole member of Merger Sub II adopt this Agreement. This Agreement has been duly and validly executed and delivered by the Company Parent and Merger Subs and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Substhe Company, this Agreement constitutes the legal, valid and binding agreement of the Company Parent and Merger Subs and is enforceable against the Company Parent and Merger Subs in accordance with its terms, except as such enforcement may be subject to applicable bankruptcy, reorganization, fraudulent conveyance, insolvency, moratorium or other similar Laws affecting creditor’s rights generally and the availability of equitable relief and any implied covenant of good faith and fair dealing (the “Enforceability Exceptions”).
(b) Other than in connection with or in compliance with (i) the filing of the Initial Certificates of Merger and the Subsequent Certificates of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, (ii) the filing of the Form S-4 (including the Joint Proxy Statement/Prospectus) with the U.S. Securities and Exchange Commission (the “SEC”) and any amendments or supplements thereto and declaration of effectiveness of the Form S-4, (iii) the U.S. Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder (the “Exchange Act”), (iv) the rules and regulations of the New York Stock Exchange, (v) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) and (vi) the approvals set forth in Section 3.3(b) of the Company Disclosure Schedule (covering the applicable laws or other legal restraints of foreign countries designed to govern competition or trade regulation or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)) (clauses (i) – (vi), collectively, the “Transaction Approvals”), no authorization, consent, order, license, permit or approval of, or registration, declaration, notice or filing with, any Governmental Entity is required to be made or obtained under applicable Law for the consummation by the Company Parent or either Merger Sub of the transactions contemplated by this Agreement, except for such authorizations, consents, orders, licenses, permits, approvals, registrations, declarations, notices and filings that are not required to be made or obtained prior to the consummation of such transactions or that the failure to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect.
(c) The execution and delivery by the Company Parent and Merger Subs of this Agreement does not, and (assuming the Transaction Approvals are obtained) the consummation of the transactions contemplated hereby, and compliance with the provisions hereof will not, (i) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control or default under, or result in termination or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than Company Parent Permitted Liens) upon any of the respective properties or assets of the Company Parent, either Merger Sub or any of its their Subsidiaries pursuant to, any Contract to which the Company Parent, either Merger Sub or any of its their Subsidiaries is a party or by which it they or any of its their respective properties or assets is bound, except as would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect, (ii) conflict with or result in any violation of any provision of the Company Parent Organizational Documents or (iii) conflict with or violate any applicable Laws except as would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (Convergys Corp)
