Corporation Authorization. The execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby are within the corporate powers of Parent and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding agreement of Parent.
Appears in 17 contracts
Samples: Director Nomination Agreement (Villere St Denis J & Co LLC), Director Nomination Agreement (Epiq Systems Inc), Support Agreement (Villere St Denis J & Co LLC)
Corporation Authorization. The execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby are within the corporate powers of Parent and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding agreement of Parent, enforceable against Parent in accordance with its terms, subject, in the case of enforceability, to the Enforceability Exceptions.
Appears in 13 contracts
Samples: Merger Agreement (Nordson Corp), Merger Agreement (Nordson Corp), Merger Agreement (Nordson Corp)
Corporation Authorization. The execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby are within the corporate powers of Parent and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding agreement of Parent, enforceable against Parent in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, moratorium or similar law affecting creditors’ rights generally and to rules of law governing specific performance, injunctive relief and other equitable remedies.
Appears in 6 contracts
Samples: Voting Agreement (Rightnow Technologies Inc), Voting Agreement (Rightnow Technologies Inc), Voting Agreement (Rightnow Technologies Inc)
Corporation Authorization. The execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby are within the corporate (or similar) powers of Parent and have been duly authorized by all necessary corporate (or similar) action. This Agreement constitutes a valid and binding agreement of Parent.
Appears in 5 contracts
Samples: Transaction Agreement (Banco Santander, S.A.), Shareholder Agreement (Sovereign Bancorp Inc), Shareholder Agreement (Relational Investors LLC)
Corporation Authorization. This Agreement constitutes a valid and binding agreement of Parent. The execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby are within the corporate powers of Parent and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding agreement of Parent.
Appears in 5 contracts
Samples: Voting Agreement (Rennes Fondation), Voting Agreement (Goldman Sachs Group Inc), Voting Agreement (Goldman Sachs Group Inc)
Corporation Authorization. The execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby are within the corporate powers of Parent and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding agreement of Parent, enforceable against Parent in accordance with its terms, subject only to the effect of any applicable bankruptcy, insolvency, moratorium or similar law affecting creditors’ rights generally and to rules of law governing specific performance, injunctive relief and other equitable remedies.
Appears in 4 contracts
Samples: Stockholder Voting Agreement (Omthera Pharmaceuticals, Inc.), Stockholder Voting Agreement (Omthera Pharmaceuticals, Inc.), Stockholder Voting Agreement (Omthera Pharmaceuticals, Inc.)
Corporation Authorization. The execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby are within the corporate powers of Parent and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding agreement of Parent, enforceable against Parent in accordance with its terms, subject, in the case of enforceability, to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity.
Appears in 4 contracts
Samples: Voting and Support Agreement (Campbell Soup Co), Voting and Support Agreement (Sovos Brands, Inc.), Voting and Support Agreement (Sovos Brands, Inc.)
Corporation Authorization. The execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby are within the corporate limited liability company powers of Parent and have been duly authorized by all necessary corporate limited liability company action. This Agreement constitutes a valid and binding agreement of Parent, enforceable against Parent in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, moratorium or similar law affecting creditors’ rights generally and to rules of law governing specific performance, injunctive relief and other equitable remedies.
Appears in 3 contracts
Samples: Merger Agreement (Eloqua, Inc.), Voting Agreement (Acme Packet Inc), Voting Agreement (Taleo Corp)
Corporation Authorization. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby are within the corporate powers of Parent and the corporate powers of Merger Sub and have been duly authorized by all necessary corporate action. This Assuming due authorization, execution and delivery by Stockholder, this Agreement constitutes a valid and binding agreement of ParentParent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the effect of any Enforceability Exceptions.
Appears in 2 contracts
Samples: Tender and Support Agreement (Innoviva, Inc.), Tender and Support Agreement (Innoviva, Inc.)
Corporation Authorization. The execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby are within the corporate powers of Parent and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding agreement of Parent.
Appears in 2 contracts
Samples: Tender and Voting Agreement (MediaMind Technologies Inc.), Tender and Voting Agreement (DG FastChannel, Inc)
Corporation Authorization. The execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby are within the corporate powers of Parent and have been duly authorized by all necessary corporate action. This Assuming due authorization, execution and delivery hereby by Stockholder, this Agreement constitutes a valid and binding agreement of Parent.
Appears in 2 contracts
Samples: Voting Agreement (Barba J Brendan), Voting Agreement (Berry Plastics Group Inc)
Corporation Authorization. The execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby are within the corporate powers of Parent and have been duly and validly authorized by all necessary corporate actionor other entity action on the part of Parent. This Agreement constitutes has been duly executed and delivered by Parent and, assuming due and valid authorization, execution and delivery hereof by Shareholder, is the a valid and binding agreement obligation of Parent, enforceable against Parent in accordance with its terms, except that the enforcement thereof may be limited by the Enforceability Exceptions.
Appears in 2 contracts
Samples: Voting Agreement (At&t Inc.), Voting Agreement (Central European Media Enterprises LTD)
Corporation Authorization. The execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby are within the corporate powers of Parent and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding agreement of Parent, enforceable against Parent in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity.
Appears in 1 contract
Samples: Voting Agreement (Palm Inc)
Corporation Authorization. The execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby are within the corporate powers of Parent and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding agreement of Parent, enforceable against Parent in accordance with its terms, except as such enforceability may be limited by the Enforceability Limitations.
Appears in 1 contract
Corporation Authorization. The execution, delivery and performance by Parent Xxxxxx and Purchaser of this Agreement and the consummation by Parent Xxxxxx and Purchaser of the transactions contemplated hereby are within the corporate powers of Parent and Purchaser and have been duly authorized by all necessary corporate action. This Assuming due authorization, execution and delivery by Shareholder, this Agreement constitutes a valid and binding agreement of ParentParent and Purchaser, enforceable against Parent and Purchaser in accordance with its terms, subject to the effect of any Enforceability Exceptions.
Appears in 1 contract
Samples: Tender and Support Agreement (Taylor Maritime Investments LTD)
Corporation Authorization. The execution, delivery and performance by Parent Xxxxxx and Purchaser of this Agreement and the consummation by Parent Xxxxxx and Purchaser of the transactions contemplated hereby are within the corporate powers of Parent and Purchaser and have been duly authorized by all necessary corporate action. This Assuming due authorization, execution and delivery by Stockholder, this Agreement constitutes a valid and binding agreement of ParentParent and Purchaser, enforceable against Parent and Purchaser in accordance with its terms, subject to the effect of any Enforceability Exceptions.
Appears in 1 contract
Samples: Tender and Support Agreement (Taylor Maritime Investments LTD)
Corporation Authorization. The execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby are within the corporate powers of Parent and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding agreement of ParentParent (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity).
Appears in 1 contract
Samples: Voting Agreement (Partnerre LTD)
Corporation Authorization. The execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby are within the corporate powers of Parent and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding agreement of Parent., enforceable against Parent in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, moratorium or similar law affecting creditors' rights generally and to rules of law governing specific performance, injunctive relief and other equitable remedies. ARTICLE 4
Appears in 1 contract
Samples: Voting Agreement (Phase Forward Inc)