Corporate Power and Authority; Effect of Agreement. (a) Each of Seller and Parent 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 execute, deliver and perform this Agreement and each Ancillary Document (as defined in Section 11.01) to which it is a party and to consummate the transactions contemplated hereby and thereby, to the extent each of them shall be a party hereto or thereto.
(b) The execution, delivery and performance by Seller and Parent of this Agreement and the consummation by Seller and Parent of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Seller and Parent.
(c) This Agreement has been, and the Ancillary Documents when executed and delivered will be, duly and validly executed and delivered by Seller and Parent, to the extent each of them shall be a party thereto. This Agreement constitutes, and the Ancillary Documents when executed and delivered will constitute, valid and binding obligations of Seller and Parent, to the extent each of them shall be a party thereto, enforceable against Seller and Parent, to the extent each of them shall be a party thereto, in accordance with their terms, except to the extent that such enforceability (i) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally, and (ii) is subject to general principles of equity.
(d) The execution, delivery and performance by Seller and Parent of this Agreement and the Ancillary Documents, to the extent each of them shall be a party thereto, and the consummation by Seller and Parent of the transactions contemplated hereby and thereby will not, with or without the giving of notice or the lapse of time, or both, (i) violate any provision of Law, rule or regulation to which Seller or Parent, as the case may be, is subject, (ii) violate any order, judgment or decree applicable to Seller or Parent, as the case may be, or (iii) conflict with or result in a breach of the provisions of, or constitute a default under (A) the Certificate of Incorporation or the By-laws of Seller or Parent, as the case may be, or (B) any agreement or instrument to which Seller or Parent, as the case may be, is a party, except, in the case of clauses (i), (ii) and (iii)(B), for violations or conflicts, breaches or defaults, which would not individually or in the aggregate have a Material Adverse Effect a...
Corporate Power and Authority; Effect of Agreement. The -------------------------------------------------- Stockholders are individuals with all requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes the valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except to the extent that such enforceability (i) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally, and (ii) is subject to general principles of equity. The execution, delivery and performance by such Stockholder of this Agreement and the consummation by such Stockholder of the transactions contemplated hereby will not, with or without the giving of notice or the lapse of time, or both, (w) to such Stockholder's knowledge, violate, or require any consent under, any Commitment (as defined in Section 2.08), except as set forth in Schedule ----- 2.08(b), (x) violate any law, rule or regulation to which such Stockholder ------- or the Company are subject or require any authorization, consent, approval, exemption or other action by or notice to any governmental authority, (y) violate any order, judgment or decree applicable to such Stockholder or the Company or (z) violate any provision of the charter documents or the bylaws of the Company, except, in each case, for violations which in the aggregate would not materially hinder or impair the consummation of the transactions contemplated hereby.
Corporate Power and Authority; Effect of Agreement. The execution, delivery and performance by Promos of this Agreement and the consummation by Promos of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Promos. This Agreement has been duly and validly executed and delivered by Promos and constitutes the valid and binding obligation of Promos, enforceable in accordance with its terms, subject to (a) applicable bankruptcy, insolvency or other similar laws relating to creditors' rights generally, and (b) general principles of equity. The execution, delivery and performance by Promos of this Agreement and the consummation by Promos of the transactions contemplated hereby will not, with or without the giving of notice or the lapse of time, or both, subject to obtaining any required consents, approvals, authorizations, exemptions or waivers, (x) violate any provision of law, rule or regulation to which Promos is subject, (y) violate any order, judgment or decree applicable to Promos or (z) conflict with, or result in a breach or default under, any term or condition of the Certificate of Incorporation, the By-laws or other similar charter documents of Promos, or any agreement or other instrument to which Promos or any of its subsidiaries is a party or by which any of them may be bound; except, in each case, for violations, conflicts, breaches or defaults which in the aggregate would not materially hinder or impair the consummation of the transactions contemplated hereby.
Corporate Power and Authority; Effect of Agreement. (a) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority to execute, deliver and perform this Agreement and the Ancillary Documents and to consummate the transactions contemplated hereby and thereby.
(b) The execution, delivery and performance by Buyer of this Agreement and the Ancillary Documents and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Buyer.
(c) This Agreement has been, and the Ancillary Documents when executed and delivered will be, duly and validly executed and delivered by Buyer; and this Agreement constitutes, and the Ancillary Documents when executed and delivered will constitute, valid and binding obligations of Buyer enforceable against Buyer in accordance with their respective terms, except to the extent that such enforceability (i) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally, and (ii) is subject to general principles of equity.
(d) The execution, delivery and performance by Buyer of this Agreement and the Ancillary Documents and the consummation by Buyer of the transactions contemplated hereby and thereby will not, with or without the giving of notice or the lapse of time, or both, (i) violate any provision of law, rule or regulation to which Buyer is subject, (ii) violate any order, judgment or decree applicable to Buyer, or (iii) violate any provision of the Certificate of Incorporation or the By-laws of Buyer; except, in each case, for violations which individually or in the aggregate would not materially hinder or impair the consummation of the transactions contemplated hereby and thereby.
Corporate Power and Authority; Effect of Agreement. The execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Buyer. This Agreement has been duly and validly executed and delivered by Buyer and constitutes the valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except to the extent that such enforceability (i) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally, and (ii) is subject to general principles of equity. The execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby will not, with or without the giving of notice or the lapse of time, or both, (i) violate, or require any consent under, any material contract or other commitment of Buyer, (ii) violate any provision of law, rule or regulation to which Buyer is subject, (iii) violate any order, judgment or decree applicable to Buyer or (iv) violate any provision of the Certificate of Incorporation or the By-laws of Buyer; except, in each case, for violations which in the aggregate would not materially hinder or impair the consummation of the transactions contemplated hereby.
Corporate Power and Authority; Effect of Agreement. (a) The execution, delivery and performance by Purchaser of this Agreement and the consummation by Purchaser of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Purchaser.
(b) This Agreement has been duly and validly executed and delivered by Purchaser and constitutes the valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except to the extent that such enforceability (i) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally, and (ii) is subject to general principles of equity.
(c) Except as set forth in the Purchaser Disclosure Schedule, the execution, delivery and performance by Purchaser of this Agreement and the consummation by Purchaser of the transactions contemplated hereby will not, with or without the giving of notice or the lapse of time, or both, (i) violate any provision of law, rule or regulation to which Purchaser is subject, (ii) violate any order, judgment or decree applicable to Purchaser, (iii) violate any provision of the Certificate of Incorporation or by-laws of Purchaser, or (iv) violate any provision of any loan agreement to which Purchaser is a party or any other contract or agreement, except where any such violation would not have a material adverse effect on Purchaser's ability to perform its obligations hereunder or prevent the consummation of the transactions contemplated hereby.
Corporate Power and Authority; Effect of Agreement. The execution, -------------------------------------------------- delivery and performance by Seller of this Agreement, and the consummation by Seller of the transactions contemplated herein, including the sale of the Shares, have been duly authorized by all necessary action on the part of Seller. This Agreement has been duly and validly executed and delivered by Seller and constitutes a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except to the extent that such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally and is subject to general principles of equity.
Corporate Power and Authority; Effect of Agreement. Sellers are individuals with all requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Sellers and constitutes the valid and binding obligation of Sellers, enforceable against each Seller in accordance with its terms, except to the extent that such enforceability (i) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally, and (ii) is subject to general principles of equity. The execution, delivery and performance by Sellers of this Agreement and the consummation by Sellers of the transactions contemplated hereby will not, with or without the giving of notice or the lapse of time, or both, (w) violate, or require any consent under, any Commitment (as defined in Section 2.08), except as set forth in Schedule 2.08(b), (x) violate any law, rule or regulation to which either Seller or either Company is subject or require any authorization, consent, approval, exemption or other action by or notice to any governmental authority, (y) violate any order, judgment or decree applicable to either Seller or either Company, or (z) violate any provision of the Certificate of Incorporation or the By-laws of either Company.
Corporate Power and Authority; Effect of Agreement. The execution, delivery and performance by Activision of this Agreement and the consummation by Activision of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Activision. Each of Activision and Merger Subsidiary has delivered to Treyarch true and complete copies of the resolutions of the Board of Directors of Activision and Merger Subsidiary, respectively, and the resolutions of the sole Shareholder of Merger Subsidiary, authorizing the execution, delivery and performance of this Agreement, the Merger and the transactions contemplated hereby. No vote of the Activision stockholders is required to approve the issuance of the Activision Common Stock as contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by Activision and constitutes the valid and binding obligation of Activision, enforceable against Activision in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and general principles of equity.
Corporate Power and Authority; Effect of Agreement. The execution, delivery and performance by Activision of this Agreement and the consummation by Activision of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Activision. No vote of the Activision stockholders is required to approve the issuance of the Activision Common Stock as contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by Activision and constitutes the valid and binding obligation of Activision, enforceable against Activision in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and general principles of equity.
