Corporate Authorization; Voting Requirements Sample Clauses

Corporate Authorization; Voting Requirements. (a) The Company has the requisite corporate power and authority to enter into this Agreement and, subject to the stockholders of the Company adopting this Agreement at the Company Stockholder Meeting, to consummate the Transactions. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Company, subject to adoption of this Agreement by the Company’s stockholders. This Agreement has been duly executed and delivered by the Company and (assuming that this Agreement constitutes a valid and binding agreement of Parent and Purchaser) constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity.
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Corporate Authorization; Voting Requirements. (a) Parent has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and, subject to the stockholders of Parent adopting the Charter Amendment and the Stock Issuance at the Parent Stockholder Meeting, to consummate the Transactions. The execution and delivery of this Agreement by Parent and the consummation by Parent of the Transactions have been duly authorized by all necessary corporate action on the part of Parent. This Agreement has been duly executed and delivered by Parent and constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar Laws affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity.
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Corporate Authorization; Voting Requirements. (a) The execution and delivery by the Sellers and Xxxxxxxx of this Agreement and the Ancillary Agreements (to which the Sellers and/or Xxxxxxxx are or will be a party), the performance by Sellers and Xxxxxxxx of their obligations hereunder and thereunder and the consummation by the Sellers and Xxxxxxxx of the transactions contemplated hereby and thereby are within Sellers’ and Xxxxxxxx’x corporate and limited liability company powers, as applicable, and have been duly authorized and approved by the respective boards of directors and the necessary limited liability company action, as applicable, of the Sellers and Xxxxxxxx, and no other corporate or limited liability company action, as applicable, on the part of the Sellers or Xxxxxxxx is necessary to authorize and approve the execution, delivery and performance by the Sellers or Xxxxxxxx of this Agreement and the Ancillary Agreements (to which the Sellers and/or Xxxxxxxx are or will be a party) and the consummation by Sellers and Xxxxxxxx of the transactions contemplated hereby and thereby.
Sample 1
Corporate Authorization; Voting Requirements. (a) The execution and delivery by Seller and Parent of this Agreement and the Ancillary Agreements (to which Seller and/or Parent is or will be a party), the performance by Seller and Parent of its obligations hereunder and thereunder and the consummation by Seller and Parent of the transactions contemplated hereby and thereby are within Seller’s and Parent’s corporate powers and have been duly authorized and approved by the respective boards of directors of each Operating Company and Parent and by the Broadcast Trust, and except for obtaining the Stockholder Approval, no other corporate action on the part of Seller, Parent or the Broadcast Trust is necessary to authorize and approve the execution, delivery and performance by Seller or Parent of this Agreement and the Ancillary Agreements (to which Seller and/or Parent is or will be a party) and the consummation by each Seller and Parent of the transactions contemplated hereby and thereby.
Sample 1
Corporate Authorization; Voting Requirements. (a) The execution and delivery by Seller of this Agreement and the Ancillary Agreements (to which Seller is or will be a party), the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby are within Seller’s limited liability company powers and have been duly authorized and approved by the respective boards of managers of each Seller, and no other limited liability company action on the part of Seller is necessary to authorize and approve the execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements (to which Seller is or will be a party) and the consummation by each Seller of the transactions contemplated hereby and thereby. The execution and delivery by each High Plains Entity of the Ancillary Agreements to which it is a party, the performance by each High Plains Entity of its obligations thereunder and the consummation by each High Plains Entity of the transactions contemplated thereby are within such High Plains Entity’s corporate powers, have been duly authorized and approved by the boards of directors of such High Plains Entity and no other corporate action on the part of such High Plains Entity is necessary to authorize and approve the execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements (to which Seller is or will be a party) and the consummation by each Seller of the transactions contemplated hereby and thereby.
Sample 1

Related to Corporate Authorization; Voting Requirements

  • Corporate Authorization The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby are within Seller's corporate powers and have been duly authorized by all necessary corporate action on the part of Seller. This Agreement constitutes a valid and binding agreement of Seller.

  • Corporate Authorizations Copies of the resolutions of each Seller, certified by the Secretary or Assistant Secretary thereof as being correct and complete and then in full force and effect, authorizing the execution, delivery and performance of this Agreement and the Transaction Documents to which such Seller is a party and the consummation of the Contemplated Transactions (in each case to the extent required by such Seller’s Organizational Documents); and

  • Corporate Authorization; No Contravention The execution, delivery and performance by the Company and its Subsidiaries of this Agreement and each other Loan Document to which such Person is party, have been duly authorized by all necessary corporate action, and do not and will not:

  • Required Authorizations BUYER shall obtain and procure all necessary corporate and other approvals and authorizations, if any, required on its part to enable it to fully perform all obligations imposed on it hereunder which must be performed by it at or prior to the Closing.

  • Corporate Authorization; Validity of Agreement; Necessary Action Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by each of Parent and Merger Sub of this Agreement and the consummation by them of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of the Parent or Merger Sub are necessary to authorize the execution and delivery by them of this Agreement and the consummation by them of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub, and constitutes the legal, valid and binding obligation of Parent and Merger, enforceable against each of them 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, 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 may be brought.

  • Governmental Authorizations; Private Authorizations; Governmental Filings The Borrower has obtained, maintained and kept in full force and effect all Governmental Authorizations and Private Authorizations which are necessary for it to properly carry out its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, and made all material Governmental Filings necessary for the execution and delivery by it of the Facility Documents to which it is a party, the Borrowings by the Borrower under this Agreement, the pledge of the Collateral by the Borrower under this Agreement and the performance by the Borrower of its obligations under this Agreement, the other Facility Documents, and no material Governmental Authorization, Private Authorization or Governmental Filing which has not been obtained or made, is required to be obtained or made by it in connection with the execution and delivery by it of any Facility Document to which it is a party, the Borrowings by the Borrower under this Agreement, the pledge of the Collateral by the Borrower under this Agreement or the performance of its obligations under this Agreement and the other Facility Documents to which it is a party.

  • Existence; Good Standing; Corporate Authority; Compliance With Law The ------------------------------------------------------------------ Company is a corporation duly incorporated, validly existing and in good standing under the laws of Nevada. The Company is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States in which the character of the properties or assets owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified or to be in good standing would not have a Material Adverse Effect on the Company. The Company has all requisite corporate power and authority to own, operate and lease its properties and assets and carry on its business as now conducted. Each of the Company's Subsidiaries is a corporation, limited liability company or partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization, has the corporate, limited liability company or partnership power and authority to own its properties and assets and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties and assets or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect on the Company. Neither the Company nor any of its Subsidiaries is in violation of any order or decree of any Governmental Entity, any law, ordinance, governmental rule or regulation to which the Company or any of its Subsidiaries or any of their respective properties or assets is subject or any non-governmental restriction as to property or asset use, except where such violation, individually or in the aggregate, does not and would not reasonably be expected to have a Material Adverse Effect on the Company. The Company and its Subsidiaries have obtained all licenses, permits, easements, variances, exemptions, consents, certificates, orders, approvals and other authorizations (collectively, the "Company Permits") and have taken all actions required by ---------------- applicable law or regulations of any Governmental Entity in connection with their business as now conducted (or to the extent such actions are currently required, in connection with the business reasonably anticipated by the Company to be conducted over the next six months), except where the failure to obtain any such Company Permit or to take any such action, individually or in the aggregate, does not and would not reasonably be expected to have a Material Adverse Effect upon the Company. The copies of the Company's articles of incorporation and by-laws previously delivered to or made available to Buyer are true and correct. The copies of the articles of incorporation and by-laws, or other organizational documents, of each Company Subsidiary previously delivered or made available to Buyer are true and correct.

  • Board Authorization Prior to delivering notice of the proposed terms of an Agency Transaction or a Principal Transaction pursuant to Section 1 (or at such time as otherwise agreed between the Company and the Agents), the Company shall have (i) obtained from its board of directors thereof all necessary corporate authority for the sale of the Shares pursuant to the relevant Agency Transaction or Principal Transaction, as the case may be, and (ii) provided to the Agents a copy of the relevant board resolutions or other authority.

  • Authorization, Etc This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

  • Existence; Authorization The Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the state of its organization, having full power and authority to own its properties and to carry on its business as conducted. The principal place of business of the Purchaser is as shown on the Accredited Investor Questionnaire. The Purchaser has the requisite power and authority to deliver this Agreement, perform its obligations set forth herein, and consummate the transactions contemplated hereby. The Purchaser has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by the Company, is a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms.

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