Corporate Authorization; Validity of Agreement; Board Action. ARS has full corporate power and authority to execute and deliver this Agreement and, subject to obtaining, if required by applicable law, the adoption of this Agreement by an affirmative vote of the holders of a majority of the outstanding ARS Shares (the "ARS Stockholder Approval"), to consummate the transactions contemplated hereby. The execution, delivery and performance by ARS of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly and validly authorized by its board of directors and, except for obtaining the ARS Stockholder Approval if such is required, no other corporate action or proceedings on the part of ARS is necessary to authorize the execution and delivery by ARS of this Agreement, and the consummation by it of the transactions contemplated hereby. The ARS Stockholder Approval if such is required is the only vote of the holders of any class or series of the capital stock of ARS which is necessary to adopt this Agreement. This Agreement has been duly executed and delivered by ARS and, assuming this Agreement constitutes a valid and binding obligation of ServiceMaster and Acquisition Subsidiary, constitutes a valid and binding obligation of ARS, enforceable against ARS in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy 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.
Appears in 2 contracts
Samples: Merger Agreement (American Residential Services Inc), Merger Agreement (Servicemaster Co)
Corporate Authorization; Validity of Agreement; Board Action. ARS (a) LandCare has full corporate power and authority to execute and deliver this Agreement and, subject to obtaining, if required obtaining any necessary approval of its stockholders as contemplated by applicable law, Section 5.2 with respect to the adoption of this Agreement by an affirmative vote of the holders of a majority of the outstanding ARS Shares (the "ARS Stockholder Approval")Agreement, to consummate the transactions contemplated hereby. The execution, delivery and performance by ARS LandCare of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly and validly authorized by its board of directors and, except for obtaining the ARS Stockholder Approval if such is requiredapproval of the stockholders of LandCare as contemplated by Section 5.2 with respect to the adoption of this Agreement, no other corporate action or proceedings on the part of ARS LandCare is necessary to authorize the execution and delivery by ARS LandCare of this Agreement, and the consummation by it of the transactions contemplated hereby. The ARS Stockholder Approval if such is required is the only vote of the holders of any class or series of the capital stock of ARS which is necessary to adopt this Agreement. This Agreement has been duly executed and delivered by ARS LandCare and, assuming this Agreement constitutes a valid and binding obligation of ServiceMaster and Acquisition Merger Subsidiary, constitutes a valid and binding obligation of ARSLandCare, enforceable against ARS LandCare in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy 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.
(b) The affirmative vote of the holders of a majority of the LandCare Common Stock outstanding at the record date for the LandCare Stockholders Meeting is the only vote of the holders of any class or series of capital stock of LandCare necessary to adopt this Agreement, and thus to approve of the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Plan of Reorganization and Agreement and Plan of Merger (Servicemaster Co), Plan of Reorganization and Agreement and Plan of Merger (Landcare Usa Inc)
