Corporate Organization and Authorization. (a) OPTA is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. OPTA has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Offer, the Merger and the other transactions contemplated hereby. The execution and delivery of this Agreement by OPTA and the consummation by OPTA 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 OPTA are necessary to authorize this Agreement or to consummate the Offer, the Merger and the other transactions contemplated hereby (other than, with respect to the Merger, the approval and adoption of this Agreement by the affirmative vote of a majority of the then outstanding OPTA Shares, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by OPTA and, assuming the due authorization, execution and delivery by ACQUIROR and Acquisition Subsidiary, constitutes a legal, valid and binding obligation of OPTA enforceable against OPTA in accordance with its terms.
Corporate Organization and Authorization. (a) Xxxxx is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power to own its property and to carry on its business as now being conducted. Xxxxx has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated hereby. The execution and delivery of this Agreement by Xxxxx and the consummation by Xxxxx 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 Xxxxx are necessary to authorize this Agreement or to consummate the Offer, the Merger and the other transactions contemplated hereby (other than, with respect to the Merger, the approval and adoption of this Agreement by the affirmative vote of a majority of the then outstanding Xxxxx Shares, if and to the extent required by applicable Law, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by Xxxxx and, assuming the due authorization, execution and delivery by Acquiror and Acquisition Subsidiary, constitutes a legal, valid and binding obligation of Xxxxx enforceable against Xxxxx in accordance with its terms.
Corporate Organization and Authorization. (a) EKCO is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. EKCO has all necessary corporate power and authority to own, lease and operate its property, carry on its business as it is now being conducted, to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Offer, the Merger and the other transactions contemplated hereby. EKCO has provided to ACQUIROR correct and complete copies of the certificate of incorporation and bylaws of EKCO. The execution and delivery of this Agreement by EKCO and the consummation by EKCO 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 EKCO are necessary to authorize this Agreement or to consummate the Offer, the Merger and the other transactions contemplated hereby (other than, with respect to the Merger, the approval and adoption of this Agreement by the affirmative vote of a majority of the then outstanding EKCO Shares, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by EKCO and, assuming the due authorization, execution and delivery by ACQUIROR and Acquisition Subsidiary, constitutes a legal, valid and binding obligation of EKCO enforceable against EKCO in accordance with its terms.
Corporate Organization and Authorization. (a) Each of Buyer and Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to enter into this Agreement and to carry out the transactions contemplated hereby.
Corporate Organization and Authorization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of The Netherlands. Purchaser has the corporate power to own and lease its properties and carry on its business as it is now conducted and otherwise as necessary for the purposes of this Agreement. All necessary corporate action and other proceedings required to be taken by or on behalf of Purchaser to authorize Purchaser to enter into and consummate this Agreement in accordance with the terms hereof have been duly authorized and properly taken. This Agreement constitutes, and all instruments, agreements and other documents to be delivered in connection herewith, when executed and delivered, will constitute legal, valid and binding obligations of Purchaser, enforceable in accordance with their terms.
Corporate Organization and Authorization. (a) Each of Buyer and Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to enter into this Agreement and to carry out the transactions contemplated hereby. (b) Buyer has all requisite corporate power and authority and, except as set forth on Schedule 5.1(b), all governmental authorizations, permits, certificates, licenses, consents and approvals required to carry on its business as presently conducted, except where the failure to possess such authorizations, permits, certificates, licenses, consents and approvals (either individually or in the aggregate) would not have a Material Adverse Effect on Buyer. Buyer is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of the activities conducted by it makes such qualification necessary, except where the failure to so qualify or to maintain such good standing (either in one jurisdiction or in the aggregate) would not have, individually or in the aggregate, a Material Adverse Effect on Buyer. (c) This Agreement has been duly executed and delivered by Buyer and Sub and, except for approval of this Agreement by Buyer's and Sub's Board of Directors and by a majority of holders of Sub's common stock, which approval has been obtained prior to the execution hereof, no corporate authorization on the part of Buyer or Sub is necessary to consummate the transactions contemplated by this Agreement. No approval by the shareholders of Buyer is required by law, charter or by-laws of Buyer, listing agreement with, or policy of the NYSE or otherwise for the consummation of this Agreement, it being understood, however, that in order for Buyer to issue a number of shares in excess of the Minimum Merger Shares, it must obtain shareholder approval to amend its Certificate of Incorporation to increase the number of shares of authorized common stock (and the failure of Buyer to obtain such approval shall give rise to Buyer's obligation to issue the Minimum Merger Shares and the Aggregate Cash Consideration deliverable pursuant to Section 3.1(b) hereof when the Minimum Merger Shares are issued pursuant to Section 3.1(a) hereof). (d) This Agreement constitutes a valid and binding agreement of Buyer and Sub and is enforceable against Buyer and Sub in accordance with its terms, except to the extent enforc...
Corporate Organization and Authorization. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to enter into this Agreement and to carry out the transactions contemplated hereby.
Corporate Organization and Authorization. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business, and to enter into this Agreement and the Support Agreements and to carry out the transactions contemplated hereby and thereby.
Corporate Organization and Authorization. (a) Acquiror is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to execute and deliver this Agreement and to carry out its obligations hereunder.
Corporate Organization and Authorization. (a) Acquiror is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to enter into this Agreement and to carry out the transactions contemplated hereby. Newco is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota, and has all requisite corporate power and authority to enter into this Agreement and to carry out the transactions contemplated hereby.
