Due Organization; Authority; Binding Nature of Agreement Sample Clauses

Due Organization; Authority; Binding Nature of Agreement. Each of Buyer and Buyer Sub is an Entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. Buyer and Buyer Sub each have all requisite corporate or other Entity right, power and authority to enter into and perform their respective obligations under the Transaction Documents, as applicable, to which it is or will be a party and has all other requisite corporate or other Entity right, power and authority to consummate the Contemplated Transactions. The execution and delivery by Xxxxx and Buyer Sub of the Transaction Documents, the consummation by Xxxxx and Buyer Sub of the Contemplated Transactions by, and the performance by Xxxxx and Buyer Sub of their respective obligations under, the Transaction Documents have been duly authorized by all requisite corporate action on the part of Buyer and Buyer Sub, subject, in the case of Buyer Sub, to the adoption of this Agreement by Buyer as the sole stockholder of Buyer Sub immediately following the execution and delivery of this Agreement. The Board of Directors of Buyer Sub has (a) determined and declared that this Agreement, the other Transaction Documents and the Merger are advisable and in the best interests of Buyer Sub and its stockholder; (b) authorized and approved the execution, delivery and performance of the Transaction Documents by Buyer Sub; and (c) recommended the adoption of this Agreement by the holders of common stock of Buyer Sub and directed that this Agreement be
Sample 1
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Due Organization; Authority; Binding Nature of Agreement. Purchaser is a corporation du ly incorporated, validly existing and in good standing under the laws of Delaware. Purchaser has the corporate power and authority to enter into and to perform its obligations under this Agreement.
Sample 1
Due Organization; Authority; Binding Nature of Agreement. Each of HALIS and the Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the State of Georgia. HALIS and the Subsidiary each have the absolute and unrestricted right, power and authority to perform their respective obligations under this Agreement; and the execution, delivery and performance by HALIS and the Subsidiary of this Agreement have been duly authorized by all necessary action on the part of HALIS and the Subsidiary and their respective boards of directors. This Agreement shall constitute the legal, valid and binding obligation of HALIS and the Subsidiary, enforceable against each of them in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.
Sample 1

Related to Due Organization; Authority; Binding Nature of Agreement

  • Authority; Binding Nature of Agreement (a) The Parent and each of its Subsidiaries (including the Merger Subs) have all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, to receipt of the Required Parent Stockholder Vote and, with respect to Merger Subs, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Parent Board (at meetings duly called and held) has: (i) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Parent and its stockholders; (ii) authorized, approved and declared advisable this Agreement and the Contemplated Transactions, including the issuance of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders of the Company pursuant to the terms of this Agreement and the treatment of the Company Options pursuant to this Agreement; and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of Parent vote to approve the Parent Stockholder Matters. The First Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of First Merger Sub and its sole stockholder; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of Second Merger Sub and its sole member; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions.

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