Corporation Authorization. The execution, delivery and performance by Parent and Merger Subsidiary of this Agreement and the consummation by Parent and Merger Subsidiary of the transactions contemplated hereby are within the limited liability company powers of Parent and the corporate powers of Merger Subsidiary and have been duly authorized by all necessary limited liability company or corporate action. This Agreement constitutes a valid and binding agreement of Parent and Merger Subsidiary, enforceable against Parent and Merger Subsidiary 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 14 contracts
Samples: Merger Agreement (CERNER Corp), Tender and Support Agreement, Tender and Support Agreement (Oracle Corp)
Corporation Authorization. The execution, delivery and performance by Parent and Merger Subsidiary Purchaser of this Agreement and the consummation by Parent and Merger Subsidiary Purchaser of the transactions contemplated hereby are within the limited liability company powers of Parent and the corporate powers of Merger Subsidiary Purchaser and have been duly authorized by all necessary limited liability company or corporate action, respectively. This Agreement constitutes a valid and binding agreement of Parent and Merger SubsidiaryPurchaser, enforceable against Parent and Merger Subsidiary Purchaser 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 5 contracts
Samples: Tender and Support Agreement (Chicago Merger Sub, Inc.), Tender and Support Agreement (Chicago Merger Sub, Inc.), Tender and Support Agreement (Chicago Merger Sub, Inc.)
Corporation Authorization. The execution, delivery and performance by Parent and Merger Subsidiary Acquisition Sub of this Agreement and the consummation by Parent and Merger Subsidiary Acquisition Sub of the transactions contemplated hereby are within the limited liability company powers of Parent and the corporate powers of Merger Subsidiary Acquisition Sub and have been duly authorized by all necessary limited liability company or corporate action, respectively. This Agreement constitutes a valid and binding agreement of Parent and Merger SubsidiaryAcquisition Sub, enforceable against Parent and Merger Subsidiary Acquisition Sub 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 2 contracts
Samples: Merger Agreement (E2open Inc), Tender and Support Agreement (Insight Venture Partners IX, L.P.)
Corporation Authorization. The execution, delivery and performance by Parent and Merger Subsidiary Purchaser of this Agreement and the consummation by Parent and Merger Subsidiary Purchaser of the transactions contemplated hereby are within the limited liability company powers of Parent and the corporate powers of Merger Subsidiary Purchaser and have been duly authorized by all necessary limited liability company or corporate action, respectively. This Agreement constitutes a legal, valid and binding agreement of Parent and Merger SubsidiaryPurchaser, enforceable against Parent and Merger Subsidiary Purchaser 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 2 contracts
Samples: Tender and Support Agreement (Chicago Merger Sub, Inc.), Tender and Support Agreement (Altai Capital Management, L.P.)
Corporation Authorization. The execution, delivery and performance by Parent and Merger Subsidiary Acquisition Sub of this Agreement and the consummation by Parent and Merger Subsidiary Acquisition Sub of the transactions contemplated hereby are within the limited liability company powers of Parent and the corporate powers of Merger Subsidiary Acquisition Sub and have been duly authorized by all necessary limited liability company or corporate action, respectively. This Agreement constitutes a valid and binding agreement of Parent and Merger SubsidiaryAcquisition Sub, enforceable against Parent and Merger Subsidiary Acquisition Sub 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 1 contract
Samples: Tender and Support Agreement (Insight Venture Partners IX, L.P.)