Due Authorization; Noncontravention. (a) Subject to obtaining the Company Stockholder Approval, the Company has all requisite corporate power and authority to enter into this Agreement and the Company Related Agreements and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. The Company Board, by resolutions duly authorized (and not thereafter modified or rescinded) by the unanimous vote of the Company Board, has approved and adopted this Agreement and the Company Related Agreements (if required), has approved the Merger, determined that this Agreement (and any Company Related Agreements to which the Company is a party) and the terms and conditions of the Merger, this Agreement and the Company Related Agreements are advisable and in the best interests of the Company and Company Stockholders, and directed that the adoption of this Agreement and approval of the Merger be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement and approve the Merger. The affirmative votes of (A) the holders of a majority of the outstanding shares of Company Common Stock and Company Preferred Stock (voting together as a single voting class on an as-converted to Company Common Stock basis), (B) the holders of at least a majority of the outstanding shares of Company Series A Preferred Stock and (C) the holders of a majority of the outstanding shares of Company Common Stock are the only votes of the holders of shares of Company Capital Stock necessary to adopt this Agreement and approve the Merger (the “Minimum Company Stockholder Approval”). The execution of the Company Stockholder Consent by the Major Stockholders is sufficient to obtain the Minimum Company Stockholder Approval.
Due Authorization; Noncontravention. The execution, delivery and performance by Purchaser of this Agreement and each of the documents contemplated hereby to which the Purchaser is a party are within Purchaser’s power, have been duly approved and authorized by all necessary action and do not contravene or constitute a default under the constitutive documents of Purchaser or of applicable law or regulation or of any agreement, judgment, injunction, order, decree or other instrument binding upon Purchaser. This agreement is a legal, valid and binding agreement of Purchaser enforceable in accordance with its terms.
Due Authorization; Noncontravention. Execution, delivery and --- ----------------------------------- performance by Borrower of this Agreement, each of the Loan Documents, and any and all other documents and instruments required under this Agreement and/or to which it is a party or is otherwise bound are within the corporate powers of Borrower, have been duly authorized by all necessary corporate action, and are not in contravention of law or the terms of Borrower's Articles of Incorporation, Bylaws, or other constitutional documents or any agreement to which Borrower is party or by which it is bound.
Due Authorization; Noncontravention. Each of ViroPharma's and VCO's execution, delivery and performance of this Transfer Agreement has been duly authorized by all corporate action required to be taken on the part of ViroPharma and VCO, as applicable, and will not violate, conflict with or result in a default (with or without notice or lapse of time or both) under (A) ViroPharma's or VCO's charter or bylaws, as applicable, (B) any law, rule or regulation applicable to ViroPharma or VCO or any of their respective properties, as applicable, (C) any provision of any order, injunction, judgment or decree of any court or governmental instrumentality entered against or binding upon ViroPharma or VCO or any of their respective properties, as applicable, or (D) any material mortgage, indenture, contract or agreement or instrument to which ViroPharma or VCO, as applicable, is a party or by which ViroPharma or VCO or any of their respective properties, as applicable, is legally bound.
Due Authorization; Noncontravention. Aventis' execution, delivery and performance of this Settlement Agreement has been duly authorized by all corporate action required to be taken on the part of Aventis and will not violate, conflict with or result in a default (with or without notice or lapse of time or both) under (A) Aventis' charter or bylaws, (B) any law, rule or regulation applicable to Aventis or any of its properties, (C) any provision of any order, injunction, judgment or decree of any court or governmental instrumentality entered against or binding upon Aventis or any of its properties, or (D) any material mortgage, indenture, contract or agreement or instrument to which Aventis is a party or by which Aventis or any of its properties is legally bound.
Due Authorization; Noncontravention. The execution, delivery and performance by the Company and each Guarantor of this Amendment, the Agreement as amended hereby, the Notes, the Guaranties, the Intercreditor Agreement and the Security Documents have in each case been duly authorized by all necessary corporate or limited liability company action, as applicable, and do not and will not (i) contravene the terms of the charter and by-laws or other organizational documents of the Company or any Guarantor, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien (other than the Liens created by the Security Documents) under, any document evidencing any contractual obligation to which any such Person is a party or any order, injunction, writ or decree of any governmental authority binding on any such Person or its property, or (iii) violate any applicable law binding on or affecting any such Person.
Due Authorization; Noncontravention. Each of Buyer represents as to itself that it has full corporate power and authority to enter into this Agreement, the Related Agreements and any other agreements and documents to be executed and delivered by it at Closing as contemplated hereby (collectively, the "Closing Documents"), to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement, the Related Agreements and the Closing Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and is a valid and binding obligation of Buyer enforceable in accordance with its terms and the Related Agreements and the Closing Documents will, when executed and delivered by Buyer at Closing, constitute valid and binding obligations of Buyer enforceable in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws from time to time in effect which affect creditor's rights generally and by legal and equitable limitations on the availability of specific remedies. The execution, delivery and performance of this Agreement, the Related Agreements and the Closing Documents will not (i) conflict with or result in a breach or violation of any provision of the organizational documents of Buyer, or of any order, writ, injunction, judgment, decree, law, statute, rule or regulation to which Buyer is a party or by which Buyer may be bound or affected; or (ii) result in a default (or give rise to any right of termination, cancellation or acceleration) or result in the creation of any lien, encumbrance, security agreement, charge, pledge, equity or other claim or right of any person under the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which Buyer is a party or by which Buyer may be bound. All necessary authorizations of the transactions contemplated by this Agreement and the Related Agreements required to be obtained by Buyer from any federal, state, local or foreign government or agency shall have been obtained prior to the Closing, and any filings, notifications or disclosures required by law or regulation of any such government or agency shall have been made in such fo...
Due Authorization; Noncontravention. (a) Acquiror and Merger Sub each has all requisite corporate power and authority to enter into this Agreement and the Acquiror Related Agreements and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Acquiror Related Agreements, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by Acquiror’s and Merger Sub’s respective board of directors, and as required, approved by the stockholders of Acquiror. This Agreement has been duly executed and delivered by Acquiror and Merger Sub and constitutes the valid and binding obligation of Acquiror and Merger Sub, enforceable against Acquiror and Merger Sub in accordance with its terms, subject only to the effect, if any, of the Applicable Exceptions.
Due Authorization; Noncontravention. ViroPharma’s execution, delivery and performance of this Settlement Agreement has been duly authorized by all corporate action required to be taken on the part of ViroPharma and will not violate, conflict with or result in a default (with or without notice or lapse of time or both) under (A) ViroPharma’s charter or bylaws, as applicable, (B) any law, rule or regulation applicable to ViroPharma, (C) any provision of any order, injunction, judgment or decree of any court or governmental instrumentality entered against or binding upon ViroPharma, or (D) any material mortgage, indenture, contract or agreement or instrument to which ViroPharma is a party or by which ViroPharma is legally bound.
Due Authorization; Noncontravention. PCAS’ execution, delivery and performance of this Settlement Agreement has been duly authorized by all corporate action required to be taken on the part of PCAS and will not violate, conflict with or result in a default (with or without notice or lapse of time or both) under (A) PCAS’ charter or bylaws, (B) any law, rule or regulation applicable to PCAS or any of its properties, (C) any provision of any order, injunction, judgment or decree of any court or governmental instrumentality entered against or binding upon PCAS or any of its properties, or (D) any material mortgage, indenture, contract or agreement or instrument to which PCAS is a party or by which PCAS or any of its properties is legally bound.
