Due Execution and Delivery; Enforceability. This Agreement has been duly and validly executed and delivered by Stockholder and, assuming due authorization, execution and delivery by Parent and Purchaser, constitutes a legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditor rights and general equitable and public policy principles.
Appears in 4 contracts
Samples: Option Agreement (Rubicon Medical Corp), Option Agreement (Rubicon Medical Corp), Option Agreement (Rubicon Medical Corp)
Due Execution and Delivery; Enforceability. This Agreement has been duly and validly executed and delivered by Stockholder the Stockholder, and, assuming due authorization, execution and delivery by Parent and Purchaser, this Agreement constitutes a legal, valid and binding obligation of Parent, constitutes a valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to: (i) laws of general application relating to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium insolvency and similar laws the relief of debtors; and (ii) general applicability relating to principles of equity regardless of whether enforceability is considered in a proceeding at law or affecting creditor rights and general equitable and public policy principlesin equity.
Appears in 2 contracts
Samples: Tender and Voting Agreement (Sciele Pharma, Inc.), Agreement and Plan of Merger (Sciele Pharma, Inc.)