Incorporation and Authorization. Such Shareholder has all necessary power, authority, capacity and right to enter into this Agreement and to carry out each of its obligations under this Agreement. This Agreement has been duly executed and delivered by such Shareholder and constitutes a legal, valid and binding obligation of such Shareholder enforceable against it in accordance with its terms, subject to bankruptcy and insolvency and other laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction.
Incorporation and Authorization. The Company is duly formed and validly existing in good standing as a corporation under the laws of the State of its incorporation. The execution and delivery by the Company of this Agreement have been duly authorized by all necessary action, and this Agreement is the valid, binding and legally enforceable obligation of the Company.
Incorporation and Authorization. The Agent is duly formed and validly existing in good standing as a corporation under the laws of the State of its incorporation. The execution and delivery by the Agent of this Agreement have been duly authorized by all necessary action, and this Agreement is the valid, binding and legally enforceable obligation of the Agent.
Incorporation and Authorization. It is a corporation duly incorporated and validly existing under the laws of its jurisdiction of incorporation; it has all necessary power, authority, capacity and right, and has received all requisite approvals to enter into this Agreement and this Agreement has been duly executed and delivered by Uniphase and constitutes a legal, valid and binding agreement enforceable by Furukawa against Uniphase in accordance with its terms subject, however, to limitations with respect to enforcement imposed by law in connection with bankruptcy or similar proceedings, the equitable power of the court to stay proceedings before them and the execution of judgments and to the extent that equitable remedies such as specific performance and injunction are in the discretion of the court from which they are sought.
Incorporation and Authorization. 36 5.2 Enforceability of the Agreement . . . . . . . . . . . . . . . . . . . . . . 36 5.3
Incorporation and Authorization. The Consultant is duly formed and validly existing in good standing as a corporation under the laws of the State of its incorporation. The execution and delivery by the Consultant of this Agreement have been duly authorized by all necessary action, and this Agreement is the valid, binding and legally enforceable obligation of the Consultant.
Incorporation and Authorization. The Agent is duly formed and ------------------------------- validly existing in good standing as a corporation under the laws of the State of its incorporation. The execution and delivery by the Agent of this Agreement have been duly authorized by all necessary action, and this Agreement is the valid, binding and legally enforceable obligation of the Agent. The Agent is a registered broker-dealer with the Securities and Exchange Commission and a member in good standing of the National Association of Securities Dealers, Inc. and the Agent has full authority to engage in the contemplated transaction.
Incorporation and Authorization. The Purchaser is a corporation duly incorporated, organized, validly existing and in good standing under the laws of Georgia and has full capacity, power and authority, corporate and otherwise, to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby, and has been duly authorized to execute and become a party to this Agreement and to consummate the transactions provided herein or pursuant hereto.
Incorporation and Authorization. (i) Each of the Seller Parties and BEST Network has been duly incorporated and validly exists under the applicable Laws and has all necessary rights and authority to own, operate and lease its assets and to conduct its business in all material aspects.
(ii) Each of the Seller Parties and BEST Network has the requisite power and authority and has taken all actions necessary to execute, deliver and perform all Transaction Documents to which it is a party, and the Person(s) signing such Transaction Documents on its behalf have obtained all necessary authorizations required for him/them to do so.
(iii) This Agreement and all other Transaction Documents to which the Seller Parties and BEST Network are parties when duly executed will each constitute valid and legally binding obligation of the Seller Parties and BEST Network, be enforceable against them in accordance with their respective terms, except as enforceability may be affected by bankruptcy, fraudulent transfer, bankruptcy reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights (“Enforceability Exceptions”).
Incorporation and Authorization. (i) The Buyer Parties have been duly incorporated and validly exist under the applicable Laws and have all necessary rights and authority to own, operate and lease their assets and to conduct their business in all material aspects.
(ii) The Buyer Parties has the requisite power and authority and has taken all actions necessary to execute, deliver and perform the Transaction Documents, and the Persons signing the Transaction Documents on their behalf have obtained all necessary authorizations required for them to do so.
(iii) This Agreement and all other Transaction Documents to which the Buyer Parties are parties when duly executed will each constitute a valid and legally binding obligation of the Buyer Parties, enforceable against them in accordance with their respective terms, subject to Enforceability Exceptions.
