Enforceability; Authority; No Conflict; Consents Sample Clauses

Enforceability; Authority; No Conflict; Consents. (a) This Agreement and the other Transaction Documents and the transactions contemplated herein and therein have each been duly approved and authorized by the Board of Directors of Transferee, and no approval by the shareholders of Transferee is required in order for Transferee to enter into this Agreement or any other Transaction Documents or to consummate the transactions set forth herein or therein. This Agreement constitutes the legal, valid and binding obligation of Transferee, enforceable against it in accordance with its terms except to the extent that the enforceability hereof may be limited by the Enforceability Exceptions. Upon the execution and delivery by Transferee of this Agreement and each other Transaction Document, the Transaction Documents will constitute the legal, valid and binding obligation of Transferee, enforceable against it in accordance with its terms except to the extent that the enforceability thereof may be limited by the Enforceability Exceptions. Transferee has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the other Transaction Documents and to perform their respective obligations under this Agreement and the other transaction Documents, and such action has been duly authorized by all necessary action of Transferee. (b) Except for such Consents as may be required in connection with applicable Nasdaq rules and regulations or in order to comply with applicable federal or state securities laws, Transferee is not required to obtain any Consent from or give notice to its shareholders or any Person in connection with the execution and delivery of this Agreement and the Transaction Documents or the consummation or performance of any of the Contemplated Transactions. (c) Except for such Consent described in Section 5.2(b), neither the execution and delivery of this Agreement by Transferee nor the consummation or performance of any of the Contemplated Transactions by Transferee will give any Person the right to prevent, delay or otherwise interfere with any of the transactions contemplated by the Transaction Documents pursuant to (i) any provision of the applicable Governing Documents; (ii) any resolution adopted by the board of directors or the stockholders of Transferee; (iii) any Law or Order to which Transferee may be subject; or (iv) any Contract to which Transferee is a party or by which Transferee may be bound.