Common use of Corporate Authorization; No Contravention Clause in Contracts

Corporate Authorization; No Contravention. The execution, delivery and performance by the Company of this Warrant and the transactions contemplated hereby, including, without limitation, the sale, issuance and delivery of the Warrant Shares, (i) have been duly authorized by all necessary corporate action of the Company; (ii) do not contravene the terms of the Certificate of Incorporation or By-laws; and (iii) do not violate, conflict with or result in any breach or contravention of, or the creation of any Lien under, any Contractual Obligation of the Company or any Requirement of Law applicable to the Company.

Appears in 4 contracts

Samples: Warrant Agreement (Apollo Investment Fund Iv Lp), Warrant Agreement (Sirius Satellite Radio Inc), Warrant Agreement (Apollo Investment Fund Iv Lp)

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Corporate Authorization; No Contravention. The execution, delivery and performance by the Company of this Warrant Agreement and the transactions contemplated herebyeach other Loan Document, including, without limitation, the sale, issuance and delivery of the Warrant Shares, (i) have been duly authorized by all necessary corporate action of the Company; (ii) action, and do not and will not: (a) contravene the terms of any of the Certificate of Incorporation or By-laws; and Company's Organization Documents; (iiib) do not violate, conflict with or result in any breach or contravention of, or the creation of any Lien under, any document evidencing any Contractual Obligation to which the Company is a party or any order, injunction, writ or decree of any Governmental Authority to which the Company or its property is subject; or (c) violate any Requirement of Law applicable to the CompanyLaw.

Appears in 4 contracts

Samples: Credit Agreement (Zenith National Insurance Corp), Credit Agreement (Zenith National Insurance Corp), Credit Agreement (Mgic Investment Corp)

Corporate Authorization; No Contravention. The execution, delivery and performance by the Company of this Warrant each Transaction Document to which it is a party and the consummation of the transactions contemplated herebyhereby and thereby, including, including without limitation, limitation the sale, issuance and delivery of the Warrant Shares, Securities: (ia) have has been duly authorized by all necessary corporate action of the Companycorporate, and if required, stockholder action; (iib) do does not contravene the terms of the Certificate Company's certificate of Incorporation incorporation or Byby-laws, or any amendment thereof; and (iiic) do will not violate, conflict with or result in any breach or contravention of, of or the creation of any Lien under, any Contractual Obligation of the Company or any Requirement of Law applicable to the Company, except where such violation, conflict or result could not reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Fulcrum Direct Inc), Securities Purchase Agreement (Fulcrum Direct Inc)

Corporate Authorization; No Contravention. The execution, delivery and performance by the Company of this Warrant Agreement and the transactions contemplated hereby, including, without limitation, the sale, issuance and delivery of the Warrant Shares, hereby (i) have been duly authorized by all necessary corporate action of the Company; , (ii) do not contravene the terms of the Certificate certificate of Incorporation incorporation or Byby-laws; laws of the Company, and (iii) do not violate, conflict with or result in any breach or contravention of, or the creation of any Lien under, any Contractual Obligation of the Company or any Requirement of Law applicable to the Company.

Appears in 2 contracts

Samples: Registration Rights Agreement (Sirius Satellite Radio Inc), Registration Rights Agreement (Sirius Satellite Radio Inc)

Corporate Authorization; No Contravention. The execution, ----------------------------------------- delivery and performance by the Company of this Warrant Agreement and the transactions contemplated hereby, including, without limitation, the sale, issuance and delivery of the Warrant Shares, (ia) have been duly authorized by all necessary corporate action of the Company; (iib) do not contravene the terms of the Certificate of Incorporation or By-lawsLaws; and (iiic) do not violate, conflict with or result in any breach or contravention of, of or the creation of any Lien under, any Contractual Obligation of the Company Company, or any Requirement of Law applicable to the Company.

Appears in 1 contract

Samples: Stock Purchase Agreement (Meristar Hotels & Resorts Inc)

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Corporate Authorization; No Contravention. The execution, delivery and performance by the Company of this Warrant Agreement and the consummation of the transactions contemplated hereby, including, including without limitation, the sale, issuance and delivery of the Warrant Shares, Common Shares (ia) have has been duly authorized by all necessary corporate action of the Company; action, including, if required, stockholder action, (iib) do does not and will not conflict with or contravene the terms of the Certificate of Incorporation or the By-lawsLaws of the Company, or any amendment thereof; and (iiic) do does not and will not violate, conflict with or result in any material breach or contravention of, or the creation of any Lien under, (i) any Contractual Obligation of the Company Company, or (ii) any Requirement Requirements of Law applicable to the Company.

Appears in 1 contract

Samples: Stock Purchase Agreement (Orbital Imaging Corp)

Corporate Authorization; No Contravention. The execution, delivery and performance by the Company of this Warrant Agreement and the transactions contemplated hereby, including, without limitation, the sale, issuance and delivery of the Warrant Shares, (ia) have been duly authorized by all necessary corporate action of the Company; (iib) do not contravene the terms of the Certificate of Incorporation or By-lawsLaws; and (iiic) do not violate, conflict with or result in any breach or contravention of, of or the creation of any Lien under, any Contractual Obligation of the Company Company, or any Requirement of Law applicable to the Company.

Appears in 1 contract

Samples: Stock Purchase Agreement (Keystone Inc Et Al)

Corporate Authorization; No Contravention. The execution, delivery and performance by the Company of this Warrant Agreement and the transactions contemplated hereby, including, including without limitation, limitation the sale, issuance and delivery by the Company of the Warrant SharesWarrants, (ia) have been duly authorized by all necessary corporate action of the Company; corporate, and if required, stockholder action, (iib) do not contravene the terms of the Certificate organizational documents of Incorporation or By-laws; the Company and (iiic) do will not violate, conflict with or result in any breach or contravention of, of or the creation of any Lien under, any Contractual Obligation of the Company Company, or any Requirement of Law applicable to the Company.

Appears in 1 contract

Samples: Value Participation Agreement (Amerigon Inc)

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