Corporate Power; Binding Effect. The Company has all requisite power and full legal right to execute and deliver this Agreement and the Ancillary Agreements, and to perform all of its obligations hereunder and thereunder in accordance with the respective terms hereof and thereof. This Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby have been duly approved and authorized by all requisite corporate action on the part of the Company, and this Agreement has been duly executed and delivered by the Company and constitutes, and each of the Ancillary Agreements, when executed and delivered by the Company at the Closing, will constitute, a legal, valid, and binding obligation of the Company, enforceable against it in accordance with its respective terms. The execution, delivery, and performance by the Company of this Agreement and the Ancillary Agreements in accordance with their respective terms, and the consummation by the Company of the transactions contemplated hereby or thereby, will not result (with or without the giving of notice or the lapse of time or both) in any conflict, violation, breach, or default, or the creation of any Lien, or the termination, acceleration, vesting, or modification of any right or obligation, under or in respect of (x) the charter documents or by-laws of the Company or any of its Subsidiaries which is a corporation, or the certificate of formation or organization and operating agreement of any of its Subsidiaries which is a limited liability company, (y) any judgment, decree, order, statute, rule, or regulation binding on or applicable to the Company or any of its Subsidiaries, or (z) any agreement or instrument to which the Company or any of its Subsidiaries is a party or by which it or any of its Subsidiaries' assets is or are bound.
Corporate Power; Binding Effect. Subject to Urigen Stockholders’ approval, Urigen has all requisite corporate power and authority to enter into this Agreement and the Certificate of Merger, and to perform all of its agreements and obligations under this Agreement and the Certificate of Merger in accordance with their respective terms. This Agreement has been duly authorized by Urigen’s Board of Directors, has been duly executed and delivered by Urigen and constitutes the legal, valid and binding obligation of Urigen, enforceable against Urigen in accordance with its terms, subject only, in respect of the consummation of the Merger, to requisite approval by Urigen Stockholders, and except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws 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 a proceeding therefor may be brought (collectively, the “Enforcement Exceptions”). Upon execution and delivery by Urigen of the Certificate of Merger on the Closing Date, the Certificate of Merger will have been duly authorized, executed and delivered by, and constitute the legal, valid and binding obligation of, Urigen subject to the Enforcement Exceptions. Neither the execution, delivery or performance by Urigen of this Agreement nor of the Certificate of Merger in accordance with their respective terms will result in any violation of or default or creation of any lien under, or the acceleration or vesting or modification of any right or obligation under, or in any conflict with, Urigen’s Certificate of Incorporation or Bylaws or of any agreement, instrument, judgment, decree, order, statute, rule or regulation binding on or applicable to Urigen, except where any of the foregoing would not have a material adverse effect on the business, assets or financial condition of Urigen. Urigen has taken all action necessary to exempt the transactions contemplated by this Agreement from the operation of any applicable “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation enacted under the state or federal laws of the United States.
Corporate Power; Binding Effect. The Company has all requisite power and full legal right to execute and deliver this Agreement and to perform all of its obligations hereunder. This Agreement and the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of the Company, and this Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its respective terms (except to the extent that enforcement may be affected by laws relating to bankruptcy, reorganization, insolvency and creditors' rights generally and by the availability of injunctive relief, specific performance and other equitable remedies).
Corporate Power; Binding Effect. Winsonic has all requisite power and full legal right to execute and deliver this Agreement, and to perform all of its obligations hereunder in accordance with the terms hereof. This Agreement and the transactions contemplated hereby have been duly approved and authorized by all requisite corporate action on the part of Winsonic, and this Agreement has been duly executed and delivered by Winsonic and constitutes a legal, valid, and binding obligation of Winsonic, enforceable against it in accordance with its terms. The execution, delivery, and performance by Winsonic of this Agreement in accordance with its terms, and the consummation by Winsonic of the transactions contemplated hereby, will not result (with or without the giving of notice or the lapse of time or both) in any conflict, violation, breach, or default, or the creation of any Lien, or the termination, acceleration, vesting, or modification of any right or obligation, under or in respect of (x) the charter documents or bylaws of Winsonic or any of its Subsidiaries which is a corporation, or the certificate of formation or organization and operating agreement of any of its Subsidiaries which is a limited liability company, (y) any judgment, decree, order, statute, rule, or regulation binding on or applicable to Winsonic or any of its Subsidiaries, or (z) any agreement or instrument to which Winsonic or any of its Subsidiaries is a party or by which it or any of its Subsidiaries’ assets is or are bound. The Merger has been approved by all corporate action required by the laws of Winsonic’s state of incorporation and by Winsonic’s charter documents and bylaws.
Corporate Power; Binding Effect. The Company has all requisite -------------------------------- power and full legal right to execute and deliver this Agreement, and to perform all of its obligations hereunder in accordance with the terms set forth herein. This Agreement and the transactions contemplated hereby have been duly approved and authorized by all requisite corporate action on the part of the Company and its stockholders, and this Agreement has been duly executed and delivered by the Company and constitutes a legal, valid, and binding obligation of the Company, enforceable against it in accordance with the terms set forth herein. The execution, delivery, and performance by the Company of this Agreement in accordance with the terms set forth herein, and the consummation by the Company of the transactions contemplated hereby, will not result (with or without the giving of notice or the lapse of time or both) in any conflict, violation, breach, or default, or the creation of any lien , security interest, option or other charge or encumbrance, or the termination, acceleration, vesting, or modification of any right or obligation, under or in respect of (x) the Certificate of Incorporation (as amended and in effect as of the date hereof) or by-laws of the Company, (y) any judgment, decree, order, statute, rule, or regulation binding on or applicable to the Company, or (z) any agreement or instrument to which the Company is a party or by which it or any of its assets is or are bound.
Corporate Power; Binding Effect. The Sellers have all requisite power and full legal right to execute and deliver this Agreement, the Ancillary Documents to which they are a party and all other certificates, agreements or other documents to be executed and delivered by ICS, and to perform all of its obligations hereunder in accordance with the terms hereof and thereof. This Agreement and the Ancillary Documents to which ICS is a party and the transactions contemplated hereby and thereby have been duly approved and authorized by all requisite corporate action on the part of ICS, and this Agreement and the Ancillary Documents to which ICS is a party have been duly executed and delivered by ICS and constitutes a legal, valid, and binding obligation of ICS, enforceable against it in accordance with their terms, subject to applicable bankruptcy, insolvency and similar Laws affecting creditors rights generally and to general principles of equity. The execution, delivery, and performance by ICS of this Agreement and the Ancillary Documents to which it is a party, and the consummation by ICS of the transactions contemplated hereby and thereby, will not result (with or without the giving of notice or the lapse of time or both) in any conflict, violation, breach, or default, or the creation of any Lien, or (with or without notice or the lapse of time or both) the termination, acceleration, vesting, or modification of any right or obligation, under or in respect of (x) the charter documents or by-laws of ICS, (y) any judgment, decree, order, statute, rule, or regulation binding on or applicable to ICS, or (z) any agreement, instrument, Contract, lease, license, note, bond, mortgage, indenture, or other obligation to which ICS is a party or by which it is bound. The Share Purchase has been approved by all corporate action required by the Laws of the state of incorporation of ICS and its respective charter documents and by-laws.
Corporate Power; Binding Effect. Subject to obtaining approval from Parent’s stockholders, each of Parent and Sub has all requisite corporate power and authority to enter into this Agreement and (in the case of Parent) the Registration Rights Agreement (as defined in Section 7.16 below) and to perform all of its agreements and obligations under this Agreement and (in the case of Parent) the Registration Rights Agreement in accordance with their respective terms. Sub has all requisite power and authority to execute and deliver the Certificate of Merger and to perform all of its obligations under the Certificate of Merger. This Agreement and (in the case of Parent) the Registration Rights Agreement have been duly authorized by each of Parent’s and Sub’s respective Boards of Directors, has been duly executed and delivered by Parent and Sub and constitutes the legal, valid and binding obligations of Parent and Sub, enforceable against Parent and Sub in accordance with their respective terms, subject only to the Enforcement Exceptions and in the case of Parent, to obtaining approval of its stockholders. Neither the execution, delivery or performance by either Parent or Sub of this Agreement or (in the case of Sub) the Certificate of Merger or (in the case of Parent) the Registration Rights Agreement, as applicable, in accordance with their respective terms will result in any violation of or default or creation of any lien under, or the acceleration or vesting or modification of any right or obligation under, or in any conflict with, either Parent’s or Sub’s Certificate of Incorporation or by-laws or of any agreement, instrument, judgment, decree, order, statute, rule or regulation binding on or applicable to Parent or Sub, except where any of the foregoing would not have a material adverse effect on the business, assets or financial condition of Parent or Sub.
Corporate Power; Binding Effect. The Seller has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder in accordance with the terms hereof. This Agreement and the transactions contemplated hereby have been approved and authorized by all requisite corporate action on the part of the Seller, and this Agreement constitutes a legal, valid, and binding obligation of the Seller, enforceable against the Seller in accordance with its terms (subject to the effect of bankruptcy, insolvency, reorganization or other similar laws and to general principles of equity (whether considered in proceedings at law or in equity)). The execution and performance by the Seller of its obligations under this Agreement, including the Exhibits hereto, will not constitute a breach or violation of any provision of the Seller's Certificate of Incorporation, By-laws or other organizational document, any law, regulation, contract, commitment, order, judgment or decree of any court or governmental agency applicable to the Seller, or any agreement to which the Seller is a party.
Corporate Power; Binding Effect. The Purchaser has all requisite corporate power and authority to execute and deliver this Agreement, including the Exhibits hereto, and to perform its obligations hereunder in accordance with the terms hereof. This Agreement, including the Exhibits hereto, and the transactions contemplated hereby, have been approved and authorized by all requisite corporate action on the part of the Purchaser, and this Agreement, including the Exhibits hereto, constitutes a legal, valid, and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms (subject to the effect of bankruptcy, insolvency or other similar laws). The execution and the performance by the Purchaser of its obligations under this Agreement, including the Exhibits hereto, will not constitute a breach or violation of any provision of the Purchaser's Memorandum of Association, Articles of Association or other organizational document, any law, regulation, contract, commitment, order, judgment or decree of any court or governmental agency applicable to the Purchaser, or any agreement to which the Purchaser is a party.
Corporate Power; Binding Effect. Vanishing Point has all requisite corporate power and full legal right to enter into this Agreement and to perform all of its agreements and obligations under this Agreement in accordance with its terms. This Agreement has been duly authorized by Vanishing Point's Board of Directors, has been duly executed and delivered by Vanishing Point and constitutes the legal, valid and binding obligation of Vanishing Point, enforceable against it in accordance with its terms, subject only, in respect of the consummation of the Merger, to approval by its stockholders, and to the effects of bankruptcy, insolvency and similar laws of general application. The execution, delivery and performance by Vanishing Point of this Agreement in accordance with its terms will not result in any violation of or default or creation of any lien under, or the acceleration or vesting or modification of any right or obligation under, or in any conflict with, Vanishing Point's Certificate of Incorporation or By-Laws or any judgment, decree, order, statute, rule or regulation which is applicable to Vanishing Point or any agreement, contract or instrument to which Vanishing Point is a party or by which it is bound, except for any agreement, contract or instrument as to which any required consent has been obtained.
