Incorporation; Authorization. (a) Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, except where the failure to be duly organized, validly existing or in good standing, would not, individually or in the aggregate, be expected to impair in any material respect the ability of Parent or Merger Sub to perform its obligations under this Agreement or have a material adverse effect on the Parent and its Subsidiaries, taken as a whole, or prevent or delay the consummation of the Merger or the other transactions contemplated by this Agreement. The copies of the certificate of incorporation and bylaws, or other organizational documents (in each case, together with all amendments thereto) of Parent and Merger Sub that have been previously delivered or made available to the Company are true and correct. (b) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance of each of Parent’s and Merger Sub’s obligations hereunder, and the consummation of the transactions contemplated hereby have been duly and validly authorized by the respective Boards of Directors of Parent and Merger Sub, and no other corporate proceedings or actions on the part of Parent or Merger Sub or the shareholders thereof are necessary therefor. This Agreement has been duly executed and delivered by each of Parent and Merger Sub, and, assuming the due execution and delivery of this Agreement by the Company, this Agreement constitutes the legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each in accordance with its terms, except for (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws relating to or affecting the rights of creditors generally and (ii) the effect of equitable principles of general application. (c) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate any provision of the certificate of incorporation or bylaws, or similar organizational documents of Parent or Merger Sub, (ii) violate or conflict with any provision of, or be an event that is (or with the passage of time will result in) a violation or conflict of, or result in the termination or acceleration of or entitle any party to terminate, accelerate, modify or cancel any obligation under, or constitute a default, or result in the imposition of any lien upon or the creation of a security interest in any of the Parent’s or Merger Sub’s assets or properties or require notice to any Person pursuant to, any mortgage, lien, lease, agreement, contract, license, instrument, order, arbitration award, judgment, decree or other arrangement to which Parent is a party or by which it or any of its assets are bound, or (iii) violate or conflict with any Law or Governmental Order to which Parent or Merger Sub is subject, except for those that, in the case of clauses (ii) and (iii) above, would not reasonably be expected to impair in any material respect the ability of Parent or Merger Sub to perform its obligations under this Agreement or have a material adverse effect on the Parent and its Subsidiaries, taken as a whole, or prevent or delay the consummation of the Merger or the other transactions contemplated by this Agreement. (d) No registrations, filings, applications, notices, consents, approvals, orders, qualifications or waivers are required to be made, filed, given or obtained by Parent or Merger Sub with, to or from any Governmental Authority in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) (ii) filings under the HSR Act, (iii) the filing and recordation of appropriate merger documents as required by the DGCL or the TBCA and other appropriate documents with the relevant Governmental Authorities of other states in which the Merger Sub is authorized to do business or (iv) those that the failure to make, file, give or obtain would not, individually or in the aggregate, be reasonably expected to impair in any material respect the ability of Parent or Merger Sub to perform its obligations under this Agreement or have a material adverse effect on the Parent and its Subsidiaries, taken as a whole, or prevent or delay the consummation of the Merger or the other transactions contemplated hereby (clauses (i) through (iv) above, collectively, the “Parent Required Governmental Approvals”).
Appears in 1 contract
Incorporation; Authorization. (a) Each Buyer and each of Parent and Merger Sub its ---------------------------- Subsidiaries that shall be a party to one or more Collateral Agreements is a corporation or other entity duly organized, validly existing and in good standing under the laws of the jurisdiction state of its organization, except where the failure to be duly organized, validly existing or in good standing, would not, individually or in the aggregate, be expected to impair in any material respect the ability of Parent or Merger Sub to perform its obligations under this Agreement or have a material adverse effect on the Parent and its Subsidiaries, taken as a whole, or prevent or delay the consummation of the Merger or the other transactions contemplated by this Agreement. The copies of the certificate of incorporation and bylaws, organization with full corporate or other organizational documents (in each case, together with all amendments thereto) of Parent power and Merger Sub that have been previously delivered or made available authority to carry on its business as it is now being conducted. Buyer has the Company are true and correct.
(b) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform fully its obligations hereunder hereunder, to consummate the transactions contemplated hereby and thereby, and to own and operate the Portfolio, and each of Buyer and each of its Subsidiaries has or will have the corporate or other power and authority to execute and deliver each Collateral Agreement to which it is a party, to perform fully its obligations thereunder, and to consummate the transactions contemplated herebythereby. The execution and delivery of this Agreement, the performance of each of Parent’s and Merger Sub’s obligations hereunder, and the consummation of the transactions contemplated hereby have been duly and validly authorized by the respective Boards of Directors of Parent and Merger Sub, and no other corporate proceedings or actions on the part of Parent or Merger Sub or the shareholders thereof are necessary therefor. This Agreement has been duly executed and delivered by each of Parent and Merger Sub, and, assuming the due execution and delivery of this Agreement by the Company, this Agreement constitutes the legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each in accordance with its terms, except for (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws relating to or affecting the rights of creditors generally and (ii) the effect of equitable principles of general application.
(c) The execution, delivery and performance Buyer of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate any provision of the certificate of incorporation or bylaws, or similar organizational documents of Parent or Merger Sub, (ii) violate or conflict with any provision of, or be an event that is (or with the passage of time will result in) a violation or conflict of, or result in the termination or acceleration of or entitle any party to terminate, accelerate, modify or cancel any obligation under, or constitute a default, or result in the imposition of any lien upon or the creation of a security interest in any of the Parent’s or Merger Sub’s assets or properties or require notice to any Person pursuant to, any mortgage, lien, lease, agreement, contract, license, instrument, order, arbitration award, judgment, decree or other arrangement to which Parent is a party or by which it or any of its assets are bound, or (iii) violate or conflict with any Law or Governmental Order to which Parent or Merger Sub is subject, except for those that, in the case of clauses (ii) have been and (iii) above, would not reasonably be expected to impair in any material respect the ability of Parent or Merger Sub to perform its obligations under this Agreement or have a material adverse effect on the Parent and its Subsidiaries, taken as a whole, or prevent or delay the consummation of the Merger or the other transactions contemplated by this Agreement.
(d) No registrations, filings, applications, notices, consents, approvals, orders, qualifications or waivers are required to be made, filed, given or obtained by Parent or Merger Sub with, to or from any Governmental Authority in connection with the execution and delivery by each of this Agreement or Buyer and each of its Subsidiaries of the Collateral Agreements to which it is a party and the consummation of the transactions contemplated herebythereby on or prior to the Initial Closing Date will have been, except for duly authorized by all requisite corporate or other action of Buyer and such Subsidiaries. Buyer (ia) (ii) filings under the HSR Acthas duly executed and delivered this Agreement, (iiib) the filing and recordation of appropriate merger documents as required by the DGCL or the TBCA and other appropriate documents with the relevant Governmental Authorities of other states in which the Merger Sub is authorized to do business or (iv) those that the failure to make, file, give or obtain would not, individually or in the aggregate, be reasonably expected to impair in any material respect the ability of Parent or Merger Sub to perform its obligations under this Agreement or have a material adverse effect on the Parent Initial Closing Date will have, and, to the extent a party thereto, each of its Subsidiaries will have, duly executed and delivered each of the Collateral Agreements to which it is a party, and (c) on each subsequent Closing Date will have, and, to the extent a party thereto, each of its Subsidiaries will have, duly executed and delivered each amendment to the existing, or new, Collateral Agreements to which it is a party, as the case may be. Assuming the due execution and delivery of each such Agreement by each party thereto other than Buyer or any of its Subsidiaries, taken as a wholethis Agreement is the legal, or prevent or delay the consummation valid and binding obligation of Buyer, and on each Closing Date each of the Merger Collateral Agreements to which Buyer or the other transactions contemplated hereby any of its Subsidiaries is a party (clauses (ias theretofore amended) through (iv) above, collectivelywill be, the “Parent Required Governmental Approvals”)legal, valid and binding obligation of such Person, enforceable against it in accordance with its respective terms subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity.
Appears in 1 contract
Samples: Purchase and Sale Agreement (American Tower Corp /Ma/)
Incorporation; Authorization. (a) Each of Parent and Merger Sub GGB is a corporation duly organized, validly existing and in good standing under the laws of Ontario. GGB has all necessary power, authority, capacity and right to enter into this Agreement and the jurisdiction Share Purchase Agreement and to carry out each of its organization, except where the failure to be duly organized, validly existing or in good standing, would not, individually or in the aggregate, be expected to impair in any material respect the ability of Parent or Merger Sub to perform its obligations under this Agreement or have a material adverse effect on and the Parent and its Subsidiaries, taken as a whole, or prevent or delay the consummation of the Merger or the other transactions contemplated by this Share Purchase Agreement. The copies execution, delivery and performance by GGB of the certificate of incorporation and bylaws, or other organizational documents (in each case, together with all amendments thereto) of Parent and Merger Sub that have been previously delivered or made available to the Company are true and correct.
(b) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance of each of Parent’s and Merger Sub’s obligations hereunder, Share Purchase Agreement and the consummation of the Share Repurchase and the other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the respective Boards part of Directors of Parent and Merger Sub, GGB and no other corporate proceedings or actions on the part of Parent or Merger Sub GGB are necessary to authorize this Agreement or the shareholders thereof are necessary thereforShare Purchase Agreement or the consummation of the Share Repurchase and the other transactions contemplated hereby and thereby and no action has been taken to amend, or supersede, such authorization. The entering into of this Agreement and the Share Purchase Agreement and the completion of the transactions contemplated by this Agreement and the Share Purchase Agreement do not and will not result in a violation or breach of, or constitute a default under, or conflict with, any of the terms and provisions of any law, regulation, order or ruling applicable, or of any agreement, contract or indenture, written or oral, to which it is or may be a party or by which it is or may be bound, or of GGB’s constating documents or any resolutions of its directors or shareholders. This Agreement has been duly executed and delivered by each of Parent GGB and Merger Sub, and, assuming the due execution and delivery of this Agreement by the Company, this Agreement constitutes the a legal, valid and binding obligation of each of Parent and Merger Sub, agreement enforceable by Aphria against each GGB in accordance with its terms, except for (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws relating to or affecting the rights of creditors generally and (ii) the effect of equitable principles of general application.
(c) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate any provision of the certificate of incorporation or bylaws, or similar organizational documents of Parent or Merger Sub, (ii) violate or conflict with any provision of, or be an event that is (or with the passage of time will result in) a violation or conflict of, or result in the termination or acceleration of or entitle any party to terminate, accelerate, modify or cancel any obligation under, or constitute a default, or result in the imposition of any lien upon or the creation of a security interest in any of the Parent’s or Merger Sub’s assets or properties or require notice to any Person pursuant to, any mortgage, lien, lease, agreement, contract, license, instrument, order, arbitration award, judgment, decree or other arrangement to which Parent is a party or by which it or any of its assets are bound, or (iii) violate or conflict with any Law or Governmental Order to which Parent or Merger Sub is subject, except for those that, in the case of clauses (ii) and (iii) above, would not reasonably be expected to impair in any material respect the ability of Parent or Merger Sub to perform its obligations under this Agreement or have a material adverse effect on the Parent and its Subsidiaries, taken as a whole, or prevent or delay the consummation of the Merger or the other transactions contemplated by this Agreement.
(d) No registrations, filings, applications, notices, consents, approvals, orders, qualifications or waivers are required to be made, filed, given or obtained by Parent or Merger Sub withhowever, to or from any Governmental Authority limitations with respect to enforcement imposed by law in connection with bankruptcy or similar proceedings, the equitable power of the courts to stay proceedings before them and the execution of judgments and delivery of this Agreement or to the consummation extent that equitable remedies such as specific performance and injunction are in the discretion of the transactions contemplated herebycourt from which they are sought. The Share Purchase Agreement has been duly executed and delivered by GGB and constitutes a legal, except for (i) (ii) filings under valid and binding agreement enforceable by GAOC against GGB in accordance with its terms, subject, however, to limitations with respect to enforcement imposed by law in connection with bankruptcy or similar proceedings, the HSR Act, (iii) equitable power of the filing courts to stay proceedings before them and recordation the execution of appropriate merger documents judgments and to the extent that equitable remedies such as required by the DGCL or the TBCA specific performance and other appropriate documents with the relevant Governmental Authorities of other states in which the Merger Sub is authorized to do business or (iv) those that the failure to make, file, give or obtain would not, individually or injunction are in the aggregate, be reasonably expected to impair in any material respect the ability of Parent or Merger Sub to perform its obligations under this Agreement or have a material adverse effect on the Parent and its Subsidiaries, taken as a whole, or prevent or delay the consummation discretion of the Merger or the other transactions contemplated hereby (clauses (i) through (iv) above, collectively, the “Parent Required Governmental Approvals”)court from which they are sought.
Appears in 1 contract
Samples: Shortened Deposit Period Agreement
Incorporation; Authorization. (a) Each Alkermes and each of Parent its Subsidiaries is duly organized and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its organization. Each of Alkermes and its Subsidiaries (i) has the requisite corporate or similar power and authority to own its properties and assets and to carry on its business as it is now being conducted and (ii) is duly qualified to transact business in each jurisdiction in which the nature of property owned or leased by it or the conduct of its business requires it to be so qualified, except where the failure to be so be duly organizedqualified to transact business, validly existing or in good standingto have such power and authority, would not, individually or in the aggregate, have or reasonably be expected to impair in any material respect the ability of Parent or Merger Sub to perform its obligations under this Agreement or have a material adverse effect on the Parent and its Subsidiaries, taken as a whole, or prevent or delay the consummation of the Merger or the other transactions contemplated by this Agreement. The copies of the certificate of incorporation and bylaws, or other organizational documents (in each case, together with all amendments thereto) of Parent and Merger Sub that have been previously delivered or made available to the Company are true and correctan Alkermes Material Adverse Effect.
(b) Each of Parent and Merger Sub Alkermes has all the requisite corporate power and authority to execute and deliver this Agreement, Agreement and the Ancillary Agreements to which it will be a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery by Alkermes of this AgreementAgreement and the Ancillary Agreements, the performance by Alkermes of each of Parent’s its obligations hereunder and Merger Sub’s obligations hereunder, thereunder and the consummation by Alkermes of the transactions contemplated hereby and thereby have been duly and validly authorized by the respective Boards board of Directors directors of Parent Alkermes and, except for the filing of the Articles of Merger with the Department of State of the Commonwealth of Pennsylvania and except for obtaining the approval and adoption by the shareholders of Alkermes of the Merger Subby the Required Alkermes Vote, and no other corporate proceedings or actions on the part of Parent Alkermes, its board of directors or Merger Sub or the shareholders thereof are necessary therefor. This Agreement has been duly executed and delivered by each of Parent and Merger Sub, and, assuming the due execution and delivery of this Agreement by the Company, this Agreement constitutes the legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each in accordance with its terms, except for (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws relating to or affecting the rights of creditors generally and (ii) the effect of equitable principles of general application.
(c) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby Ancillary Agreements will not (i) violate any provision of the certificate of incorporation or bylaws, or similar organizational documents of Parent or Merger SubAlkermes’ Governing Documents, (ii) violate or conflict with any provision of, or be an event that is (or with the passage of time will result in) a violation or conflict of, or result in the termination or acceleration of or entitle any party to terminate, accelerate, modify accelerate or cancel exercise (whether after the giving of notice or lapse of time or both) any obligation or right under, or constitute a default, or result in the imposition of any lien Lien upon or the creation of a security interest in any shares of the Parent’s capital stock of Alkermes or Merger Sub’s any of Alkermes’ assets or properties or require notice to any Person pursuant to, any mortgage, lien, leaseLien, agreement, contract, license, instrument, order, arbitration award, judgment, judgment or decree or other arrangement to which Parent Alkermes or any of its Subsidiaries is a party or by which it or any of its assets are them is bound, or (iii) violate or conflict with any Law other restriction of any kind or Governmental Order character to which Parent Alkermes or Merger Sub any of its Subsidiaries is subject, except for those that, in the case of clauses (ii) and or (iii) above, would not reasonably be expected to impair in any material respect the ability of Parent or Merger Sub to perform its obligations under this Agreement or have a material adverse effect on the Parent and its Subsidiaries, taken as a whole, or prevent or delay the consummation of the Merger or the other transactions contemplated by this Agreement.
(d) No registrations, filings, applications, notices, consents, approvals, orders, qualifications or waivers are required to be made, filed, given or obtained by Parent or Merger Sub with, to or from any Governmental Authority in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) (ii) filings under the HSR Act, (iii) the filing and recordation of appropriate merger documents as required by the DGCL or the TBCA and other appropriate documents with the relevant Governmental Authorities of other states in which the Merger Sub is authorized to do business or (iv) those that the failure to make, file, give or obtain would notwould, individually or in the aggregate, have or reasonably be reasonably expected to impair in any material respect have a Alkermes Material Adverse Effect. This Agreement has been duly executed and delivered by Alkermes, and, assuming the ability of Parent or Merger Sub to perform its obligations under due execution hereof by the Elan Parties, this Agreement constitutes the legal, valid and binding obligation of Alkermes, enforceable against Alkermes in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium or have a material adverse other similar Laws relating to or affecting the rights of creditors generally and to the effect on the Parent and its Subsidiaries, taken as a whole, or prevent or delay the consummation of the Merger application of general principles of equity (regardless of whether considered in proceedings at law or in equity). At the Closing, each of the Ancillary Agreements to which Alkermes is a party will be duly executed and delivered by Alkermes and, assuming the due execution and delivery thereof by the other transactions contemplated hereby parties thereto, at the Closing will constitute the legal, valid and binding obligations of Alkermes, enforceable against Alkermes in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium or other similar Laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity (clauses (i) through (iv) above, collectively, regardless of whether considered in proceedings at law or in equity). Alkermes has made available to Elan true and correct copies of the “Parent Required Governmental Approvals”)Governing Documents of Alkermes.
Appears in 1 contract
Incorporation; Authorization. (a) Each of Parent and Merger Sub Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Company and the Subsidiaries is duly organized and validly existing and in good standing, under the laws of the jurisdiction of its organizationorganization and is in good standing and is duly qualified to transact business in each jurisdiction in which the nature of property owned or leased by it or the conduct of its business requires it to be so qualified, except where the failure to be duly organized, validly existing or in good standingstanding or to be duly qualified to transact business, would not, individually or in the aggregate, reasonably be expected to impair in any material respect the ability of Parent or Merger Sub to perform its obligations under this Agreement or have a material adverse effect on the Parent and its Subsidiariesbusiness, taken as a wholeassets or financial condition (collectively, or prevent or delay the consummation "BUSINESS CONDITION") of the Merger or the other transactions contemplated by this Agreement. The copies of the certificate of incorporation and bylaws, or other organizational documents (in each case, together with all amendments thereto) of Parent and Merger Sub that have been previously delivered or made available to the Company are true and correctRobotic Tape Business.
(b) Each of Parent and Merger Sub Seller has all requisite corporate power and authority to own the Shares, to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated hereby. Each of the Company and, the Subsidiaries has all requisite corporate or partnership power and authority to own its properties and assets and to carry on its business as it is now being conducted. The execution and delivery of this Agreement, the performance of each of Parent’s and Merger Sub’s obligations hereunder, Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the respective Boards of Directors of Parent and Merger Sub, and no other all necessary corporate proceedings or actions on the part of Parent or Merger Sub or the shareholders thereof are necessary thereforSeller. This Agreement has been duly executed and delivered by each of Parent and Merger Sub, and, assuming the due execution and delivery of this Agreement by the Company, this Agreement constitutes the legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each in accordance with its terms, except for (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws relating to or affecting the rights of creditors generally and (ii) the effect of equitable principles of general application.
(c) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate any provision of Seller's or the Company's certificate of incorporation or bylaws, or similar organizational documents of Parent or Merger Sub, (ii) violate any provision of any Subsidiary's' charter or conflict with bylaws or similar organizational instrument, (iii) to Seller's knowledge, except as disclosed in Schedule 3.1(b), violate any provision of, or be an event that is (or with the passage of time will result in) a violation or conflict of, or result in the termination or acceleration of or entitle any party to terminate, accelerate, modify accelerate (whether after the giving of notice or cancel lapse of time or both) any obligation under, or constitute a default, or result in the imposition of any lien Lien upon or the creation of a security interest in any of the Parent’s Shares or Merger Sub’s any of the Company's or any of the Subsidiaries'' assets or properties or require notice to any Person properties, pursuant to, any mortgage, lienLien, lease, agreement, contract, licenseagreement, instrument, order, arbitration award, judgment, judgment or decree or other arrangement to which Parent Seller, the Company or any of the Subsidiaries is a party or by which it or any of its assets are boundthem is bound (iv) except as listed on Schedule 3.1(b), or (iii) violate or conflict with any Law other material restriction of any kind or Governmental Order character to which Parent Seller, the Company or Merger Sub any of the Subsidiaries is subject, or (v) except for those as disclosed in Schedule 3.1(b), constitute a violation (whether after the giving of notice or lapse of time or both) of any provision of any law, judgment, decree, order, regulation or rule of any court, applicable to the Company or any of the Subsidiaries that, in the case of any of clauses (iiiii), (iv) and (iiiv) abovewould, would not individually or in the aggregate, reasonably be expected to impair in any material respect the ability of Parent or Merger Sub to perform its obligations under this Agreement or (x) have a material adverse effect on the Parent and its Subsidiaries, taken as a whole, or prevent or delay the consummation Business Condition of the Merger or the other transactions contemplated by this Agreement.
(d) No registrations, filings, applications, notices, consents, approvals, orders, qualifications or waivers are required to be made, filed, given or obtained by Parent or Merger Sub with, to or from any Governmental Authority in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) (ii) filings under the HSR ActRobotic Tape Business, (iiiy) the filing and recordation of appropriate merger documents as required by the DGCL or the TBCA and other appropriate documents with the relevant Governmental Authorities of other states in which the Merger Sub is authorized to do business or (iv) those that the failure to make, file, give or obtain would not, individually or in the aggregate, be reasonably expected to materially impair in any material respect the ability of Parent or Merger Sub Seller to perform its obligations under this Agreement or have a material adverse effect on the Parent and its Subsidiaries, taken as a wholeAgreement, or (z) prevent or materially delay the Acquisition. This Agreement has been duly executed and delivered by Seller, and, assuming the due execution hereof by Buyer, this Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms.
(c) Upon consummation of the Merger or Acquisition, at the other transactions Closing, as contemplated hereby (clauses (i) through (iv) aboveby this Agreement, collectively, Seller will deliver to Buyer good title to the “Parent Required Governmental Approvals”)Shares.
Appears in 1 contract
Samples: Stock Purchase Agreement (Advanced Digital Information Corp)
Incorporation; Authorization. (a) Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its organization. Each of Parent and Merger Sub has all requisite power and authority to own, lease, and operate its properties and assets and to carry on its business as it is now being conducted, and is duly qualified to transact business in each jurisdiction in which the nature of property owned or leased by it or the conduct of its business requires it to be so qualified, except where the failure to be duly organized, validly existing or in good standing, qualified to transact business would not, individually or in the aggregate, reasonably be expected to impair in any material respect the ability of Parent or Merger Sub to perform its obligations under this Agreement or have a material adverse effect on the Parent and its Subsidiariessubsidiaries, taken as a whole, or prevent or delay the consummation of the Merger or the other transactions contemplated by this Agreement. The True and complete copies of the certificate of incorporation and bylaws, or other organizational documents (in each case, together with all amendments thereto) of the Parent and Merger Sub that have been previously delivered or made available to the Company Company. Parent and Merger Sub are true and correctnot in material default or in violation of any provisions of their respective organizational documents.
(b) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance of each of Parent’s 's and Merger Sub’s 's obligations hereunder, and the consummation of the transactions contemplated hereby have been duly and validly authorized by the respective Boards of Directors of Parent and Merger Sub, and no other corporate proceedings or actions on the part of Parent or Merger Sub or the shareholders thereof are necessary thereforto authorize the execution and delivery of this Agreement, to perform the Parent and Merger Sub's obligations hereunder, and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub, and, assuming the due execution and delivery of this Agreement by the Company, this Agreement constitutes the legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each in accordance with its terms, except for (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws relating to or affecting the rights of creditors generally and (ii) the effect of equitable principles of general application.
(c) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate any provision of the certificate of incorporation or bylaws, or similar organizational documents of Parent or Merger Sub, (ii) violate or conflict with any provision of, or be an event that is (or with the passage of time will result in) a violation or conflict of, or result in the termination or acceleration of or entitle any party to terminate, accelerate, modify or cancel any obligation under, or constitute a default, or result in the imposition of any lien upon or the creation of a security interest in any of the Parent’s 's or Merger Sub’s 's assets or properties or require notice to any Person pursuant to, any mortgage, lien, lease, agreement, contract, license, instrument, order, arbitration award, judgment, decree or other arrangement to which Parent is a party or by which it or any of its assets are boundproperties, or (iii) violate or conflict with any Law or Governmental Order to which Parent or Merger Sub is subject, subject except for those that, in the case of clauses clause (ii) and (iii) above, would not reasonably be expected to impair in any material respect the ability of Parent or Merger Sub to perform its obligations under this Agreement or have a material adverse effect on the Parent and its Subsidiaries, taken as a whole, or prevent or delay the consummation of the Merger or the other transactions contemplated by this Agreement.
(d) No registrations, filings, applications, notices, consents, approvals, orders, qualifications qualifications, authorizations or waivers are required to be made, filed, given or obtained by Parent or Merger Sub with, to or from any Governmental Authority in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) or (ii) filings under the HSR Act, (iii) the filing and recordation of appropriate merger documents as required by the DGCL or the TBCA and other appropriate documents with the relevant Governmental Authorities of other states in which the Merger Sub is authorized to do business or (iv) those that the failure to make, file, give or obtain would not, individually or in the aggregate, be reasonably expected to impair in any material respect the ability of Parent or Merger Sub to perform its obligations under this Agreement or have a material adverse effect on the Parent and its Subsidiaries, taken as a whole, or prevent or delay the consummation of the Merger or the other transactions contemplated hereby (clauses (i) through and (ivii) above, collectively, the “"Parent Required Governmental Approvals”").
Appears in 1 contract
Incorporation; Authorization. (a) Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its organization. Each of Parent and Merger Sub has all requisite power and authority to own, lease, and operate its properties and assets and to carry on its business as it is now being conducted, and is duly qualified to transact business in each jurisdiction in which the nature of property owned or leased by it or the conduct of its business requires it to be so qualified, except where the failure to be duly organized, validly existing or in good standing, qualified to transact business would not, individually or in the aggregate, reasonably be expected to impair in any material respect the ability of Parent or Merger Sub to perform its obligations under this Agreement or have a material adverse effect on the Parent and its Subsidiariessubsidiaries, taken as a whole, or prevent or delay the consummation of the Merger or the other transactions contemplated by this Agreement. The True and complete copies of the certificate of incorporation and bylaws, or other organizational documents (in each case, together with all amendments thereto) of the Parent and Merger Sub that have been previously delivered or made available to the Company Company. Parent and Merger Sub are true and correctnot in material default or in violation of any provisions of their respective organizational documents.
(b) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance of each of Parent’s and Merger Sub’s obligations hereunder, and the consummation of the transactions contemplated hereby have been duly and validly authorized by the respective Boards of Directors of Parent and Merger Sub, and no other corporate proceedings or actions on the part of Parent or Merger Sub or the shareholders thereof are necessary thereforto authorize the execution and delivery of this Agreement, to perform the Parent and Merger Sub’s obligations hereunder, and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub, and, assuming the due execution and delivery of this Agreement by the Company, this Agreement constitutes the legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each in accordance with its terms, except for (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws relating to or affecting the rights of creditors generally and (ii) the effect of equitable principles of general application.
(c) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate any provision of the certificate of incorporation or bylaws, or similar organizational documents of Parent or Merger Sub, (ii) violate or conflict with any provision of, or be an event that is (or with the passage of time will result in) a violation or conflict of, or result in the termination or acceleration of or entitle any party to terminate, accelerate, modify or cancel any obligation under, or constitute a default, or result in the imposition of any lien upon or the creation of a security interest in any of the Parent’s or Merger Sub’s assets or properties or require notice to any Person pursuant to, any mortgage, lien, lease, agreement, contract, license, instrument, order, arbitration award, judgment, decree or other arrangement to which Parent is a party or by which it or any of its assets are boundproperties, or (iii) violate or conflict with any Law or Governmental Order to which Parent or Merger Sub is subject, subject except for those that, in the case of clauses clause (ii) and (iii) above, would not reasonably be expected to impair in any material respect the ability of Parent or Merger Sub to perform its obligations under this Agreement or have a material adverse effect on the Parent and its Subsidiaries, taken as a whole, or prevent or delay the consummation of the Merger or the other transactions contemplated by this Agreement.
(d) No registrations, filings, applications, notices, consents, approvals, orders, qualifications qualifications, authorizations or waivers are required to be made, filed, given or obtained by Parent or Merger Sub with, to or from any Governmental Authority in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) or (ii) filings under the HSR Act, (iii) the filing and recordation of appropriate merger documents as required by the DGCL or the TBCA and other appropriate documents with the relevant Governmental Authorities of other states in which the Merger Sub is authorized to do business or (iv) those that the failure to make, file, give or obtain would not, individually or in the aggregate, be reasonably expected to impair in any material respect the ability of Parent or Merger Sub to perform its obligations under this Agreement or have a material adverse effect on the Parent and its Subsidiaries, taken as a whole, or prevent or delay the consummation of the Merger or the other transactions contemplated hereby (clauses (i) through and (ivii) above, collectively, the “Parent Required Governmental Approvals”).
Appears in 1 contract
Samples: Merger Agreement (Goldleaf Financial Solutions Inc.)
Incorporation; Authorization. (ai) Each of Parent and Merger Sub The Corporation is a corporation duly organized, validly existing and in good standing under the laws law of the jurisdiction of its organization. The Corporation has all requisite power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, and is duly qualified to transact business in each jurisdiction in which the nature of property owned or leased by it or the conduct of its business requires it to be so qualified, except where the failure to be duly organizedqualified to transact business, validly existing has not had or in good standing, would not, individually or in the aggregate, be expected reasonably likely to impair in any material respect the ability of Parent or Merger Sub to perform its obligations under this Agreement or have a material adverse effect on the Parent effect. True and its Subsidiaries, taken as a whole, or prevent or delay the consummation of the Merger or the other transactions contemplated by this Agreement. The complete copies of the certificate articles of incorporation and bylaws, or other organizational documents (in each case, together with all amendments thereto) of Parent and Merger Sub that the Corporation have been previously delivered or made available to the Company are true and correctPurchaser. The Corporation is not in material default or violation of any provisions of its organizational documents.
(bii) Each of Parent and Merger Sub The Corporation has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance of each of Parent’s and Merger Subthe Corporation’s obligations hereunder, hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by the respective Boards Board of Directors of Parent and Merger Subthe Corporation, and no other corporate proceedings or actions on the part of Parent or Merger Sub the Corporation, the Board of Directors of the Corporation or the shareholders thereof of the Corporation are necessary thereforto authorize the execution and delivery of this Agreement or to perform the Corporation’s obligations hereunder. This Agreement has been duly executed and delivered by each of Parent the Corporation, and Merger Sub, and, assuming the due execution and delivery of this Agreement by the Company, this Agreement constitutes the legal, valid and binding obligation of each of Parent and Merger Subthe Corporation, enforceable against each the Corporation in accordance with its terms, except for (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws laws relating to or affecting the rights of creditors generally and (ii) the effect of equitable principles of general application.
(ciii) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i1) violate any provision of the certificate articles of incorporation or bylaws, or similar organizational documents documents, of Parent or Merger Subthe Corporation, (ii2) violate or conflict with any provision of, or be an event that is (or with the passage of time will result in) a violation or conflict of, or result in the termination or acceleration of or entitle any party to terminate, accelerate, modify or cancel any obligation under, or constitute a default, or result in the imposition of any lien upon or the creation of a security interest in any of the Parent’s or Merger SubCorporation’s assets or properties or require notice to any Person pursuant to, any mortgage, lien, lease, agreement, contract, license, instrument, order, arbitration award, judgment, decree or other arrangement to which Parent is a party or by which it or any of its assets are boundproperties, or (iii3) violate or conflict with any Law or Governmental Order law to which Parent or Merger Sub the Corporation is subject, except for those that, in the case of clauses (ii2) and (iii3) above, would not reasonably be expected to impair in any material respect the ability of Parent or Merger Sub to perform its obligations under this Agreement or have a material adverse effect on upon the Parent and its Subsidiaries, taken as a whole, or prevent or delay the consummation of the Merger or the other transactions contemplated by this AgreementCorporation.
(d) No registrations, filings, applications, notices, consents, approvals, orders, qualifications or waivers are required to be made, filed, given or obtained by Parent or Merger Sub with, to or from any Governmental Authority in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) (ii) filings under the HSR Act, (iii) the filing and recordation of appropriate merger documents as required by the DGCL or the TBCA and other appropriate documents with the relevant Governmental Authorities of other states in which the Merger Sub is authorized to do business or (iv) those that the failure to make, file, give or obtain would not, individually or in the aggregate, be reasonably expected to impair in any material respect the ability of Parent or Merger Sub to perform its obligations under this Agreement or have a material adverse effect on the Parent and its Subsidiaries, taken as a whole, or prevent or delay the consummation of the Merger or the other transactions contemplated hereby (clauses (i) through (iv) above, collectively, the “Parent Required Governmental Approvals”).
Appears in 1 contract
Incorporation; Authorization. (a) Each Salix and each of Parent its Subsidiaries is duly organized and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its organization. Each of Salix and its Subsidiaries (i) has the requisite corporate or similar power and authority to own its properties and assets and to carry on its business as it is now being conducted and (ii) is duly qualified to transact business in each jurisdiction in which the nature of property owned, leased or operated by it or the conduct of its business requires it to be so qualified, except where the failure to be so be duly organizedqualified to transact business, validly existing or in good standingto have such power and authority, would not, individually or in the aggregate, have or reasonably be expected to impair in any material respect the ability of Parent or Merger Sub to perform its obligations under this Agreement or have a material adverse effect on the Parent and its Subsidiaries, taken as a whole, or prevent or delay the consummation of the Merger or the other transactions contemplated by this Agreement. The copies of the certificate of incorporation and bylaws, or other organizational documents (in each case, together with all amendments thereto) of Parent and Merger Sub that have been previously delivered or made available to the Company are true and correctSalix Material Adverse Effect.
(b) Each of Parent and Merger Sub Salix has all the requisite corporate power and authority to execute and deliver this Agreement, Agreement and the Ancillary Agreements to which it will be a party and to perform its obligations hereunder and thereunder and to consummate the transactions Transactions contemplated herebyhereby and thereby. The execution and delivery by Salix of this AgreementAgreement and the Ancillary Agreements, the performance by Salix of each of Parent’s its obligations hereunder and Merger Sub’s obligations hereunder, thereunder and the consummation by Salix of the transactions Transactions contemplated hereby and thereby have been duly and validly authorized by the respective Boards board of Directors directors of Parent Salix and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and except for obtaining the approval and adoption by the shareholders of Salix of the Merger Subby the Required Salix Vote, and no other corporate proceedings or actions on the part of Parent Salix, its board of directors or Merger Sub or the shareholders thereof are necessary therefor. This Agreement has been duly executed and delivered by each of Parent and Merger Sub, and, assuming the due execution and delivery of this Agreement by the Company, this Agreement constitutes the legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each in accordance with its terms, except for (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws relating to or affecting the rights of creditors generally and (ii) the effect of equitable principles of general application.
(c) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby Ancillary Agreements will not (i) violate any provision of the certificate of incorporation or bylaws, or similar organizational documents of Parent or Merger SubSalix’s Governing Documents, (ii) violate or conflict with any provision of, or be an event that is (or with the passage of time will result in) a violation or conflict of, or result in the termination or acceleration of or entitle any party to terminate, accelerate, modify accelerate or cancel exercise (whether after the giving of notice or lapse of time or both) any obligation or right under, or constitute a default, or result in the imposition of any lien Lien upon or the creation of a security interest in any shares of the Parent’s capital stock of Salix or Merger Subany of Salix’s assets or properties or require notice to any Person pursuant to, any mortgage, lien, leaseLien, agreement, contract, license, instrument, order, arbitration award, judgment, judgment or decree or other arrangement to which Parent Salix or any of its Subsidiaries is a party or by which it or any of its assets are them is bound, or (iii) violate or conflict with any Law other restriction of any kind or Governmental Order character to which Parent Salix or Merger Sub any of its Subsidiaries is subject, except for those that, in the case of clauses (ii) and or (iii) above, would not reasonably be expected to impair in any material respect the ability of Parent or Merger Sub to perform its obligations under this Agreement or have a material adverse effect on the Parent and its Subsidiaries, taken as a whole, or prevent or delay the consummation of the Merger or the other transactions contemplated by this Agreement.
(d) No registrations, filings, applications, notices, consents, approvals, orders, qualifications or waivers are required to be made, filed, given or obtained by Parent or Merger Sub with, to or from any Governmental Authority in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) (ii) filings under the HSR Act, (iii) the filing and recordation of appropriate merger documents as required by the DGCL or the TBCA and other appropriate documents with the relevant Governmental Authorities of other states in which the Merger Sub is authorized to do business or (iv) those that the failure to make, file, give or obtain would notwould, individually or in the aggregate, have or reasonably be reasonably expected to impair in any material respect have a Salix Material Adverse Effect. This Agreement has been duly executed and delivered by Salix, and, assuming the ability of Parent or Merger Sub to perform its obligations under due execution hereof by the Cosmo Parties, this Agreement constitutes the legal, valid and binding obligation of Salix, enforceable against Salix in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium or have a material adverse other similar Laws relating to or affecting the rights of creditors generally and to the effect on the Parent and its Subsidiaries, taken as a whole, or prevent or delay the consummation of the Merger application of general principles of equity (regardless of whether considered in proceedings at law or in equity).
(d) Assuming the due execution and delivery of the Ancillary Agreements by the other transactions contemplated hereby (clauses (i) through (iv) aboveparties thereto, collectivelyupon execution of each Ancillary Agreement to which Salix is a party by Salix, the “Parent Required Governmental Approvals”Ancillary Agreements will constitute the legal, valid and binding obligations of Salix, enforceable against Salix in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium or other similar Laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity (regardless of whether considered in proceedings at law or in equity).
Appears in 1 contract
Incorporation; Authorization. (a) Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, except where the failure to be duly organized, validly existing or in good standing, would not, individually or in the aggregate, be expected to impair in any material respect the ability of Parent or Merger Sub to perform its obligations under this Agreement or have a material adverse effect on the Parent and its Subsidiaries, taken as a whole, or prevent or delay the consummation of the Merger or the other transactions contemplated by this Agreement. The copies of the certificate of incorporation and bylaws, or other organizational documents (in each case, together with all amendments thereto) of Parent and Merger Sub that have been previously delivered or made available to the Company are true and correct.
(b) Each of Parent and Merger Sub Purchaser has all full requisite corporate power and authority to execute execute, deliver and deliver perform this AgreementAgreement and the other instruments and documents contemplated hereby to be executed and delivered by Purchaser, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement, Purchaser has taken all necessary action to authorize the performance of each of Parent’s and Merger Sub’s obligations hereunder, and the consummation of the transactions contemplated hereby have been duly and validly authorized by the respective Boards of Directors of Parent and Merger Sub, and no other corporate proceedings or actions on the part of Parent or Merger Sub or the shareholders thereof are necessary therefor. This Agreement has been duly executed and delivered by each of Parent and Merger Sub, and, assuming the due execution and delivery of this Agreement by the Company, this Agreement constitutes the legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each in accordance with its terms, except for (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws relating to or affecting the rights of creditors generally and (ii) the effect of equitable principles of general application.
(c) The execution, delivery and performance of this Agreement and the other instruments and documents contemplated hereby to be executed and delivered by Purchaser. The execution, delivery and performance by Purchaser of this Agreement and the other instruments and documents contemplated hereby to be executed and delivered by Purchaser, and the consummation by Purchaser of the transactions contemplated hereby and thereby do not and will not (i) violate or conflict with or result in the breach of any provision of the Purchaser’s certificate of incorporation or bylaws, bylaws or similar organizational documents of Parent or Merger Sub, (ii) whether after the giving of notice or lapse of time or both, violate or conflict with any provision of, or be an event that is (or with the passage of time will result in) a violation or conflict of, or result in the modification, cancellation, termination or acceleration of or entitle any party to terminateof, accelerate, modify or cancel any obligation under, or constitute a default, or result in the imposition or creation of any lien Encumbrances upon Purchaser or the creation of a security interest in any of the Parent’s or Merger Sub’s its assets or properties or require notice pursuant to any Person pursuant to, any mortgage, lien, lease, agreement, contract, license, instrument, order, arbitration award, judgment, decree agreement or other arrangement to which Parent is a party or contract by which it Purchaser or any of its assets are bound, or bound (iii) violate or conflict with any Law applicable to Purchaser or Governmental Order any other restriction of any kind or character to which Parent or Merger Sub Purchaser is subject, except for those thatother than, in the case of clauses (ii) and (iii) above), such violations or conflicts that would not reasonably be expected to impair in any material respect the ability of Parent or Merger Sub to perform its obligations under this Agreement or have a material adverse effect Material Adverse Effect on the Parent Purchaser. This Agreement has been, and its Subsidiaries, taken as a whole, or prevent or delay the consummation of the Merger or the other transactions instruments and documents contemplated hereby to be executed and delivered by this AgreementPurchaser at each Closing will, at such Closing, have been, duly executed and delivered by Purchaser, and constitute (or will constitute at such Closing, as applicable) legal, valid and binding obligations of Purchaser enforceable against Purchaser in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Laws relating to or affecting the rights and remedies of creditors generally and to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether in equity or at Law).
(db) No registrations, filings, applications, notices, consents, approvals, orders, qualifications or waivers are required to be made, filed, given or obtained by Parent or Merger Sub with, to or from any Governmental Authority in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for Purchaser (i) is a corporation, duly formed, validly existing and in good standing under the Laws of the State of California, (ii) filings under and has all requisite corporate power and authority to own and operate the HSR ActAcquired Assets and to carry on the Business as it is now being conducted, and (iii) the filing upon each Closing, shall be in good standing and recordation of appropriate merger documents as required by the DGCL or the TBCA and other appropriate documents with the relevant Governmental Authorities of other states duly qualified to transact business in each jurisdiction in which the Merger Sub is authorized to do business Purchaser’s ownership or (iv) those that the failure to make, file, give or obtain would not, individually or in the aggregate, be reasonably expected to impair in any material respect the ability of Parent or Merger Sub to perform its obligations under this Agreement or have a material adverse effect on the Parent and its Subsidiaries, taken as a whole, or prevent or delay the consummation use of the Merger or the other transactions contemplated hereby (clauses (i) through (iv) above, collectively, the “Parent Required Governmental Approvals”)Acquired Assets applicable to such Closing requires it to be so qualified.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Clean Energy Fuels Corp.)
Incorporation; Authorization. (a) Each of Parent and Merger Sub The Company is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. Section 3.1 of the Disclosure Schedule sets forth for each of the Company’s Subsidiaries and the Company Joint Ventures its name and jurisdiction of organization. Each of the Subsidiaries of the Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. Each of the Company and its Subsidiaries has all requisite power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, and is duly qualified to transact business in each jurisdiction in which the nature of property owned or leased by it or the conduct of its business requires it to be so qualified, except where the failure to be duly organized, validly existing qualified to transact business has not had or in good standing, would not, individually or in the aggregate, be expected to impair in any material respect the ability of Parent or Merger Sub to perform its obligations under this Agreement or not have a material adverse effect on the Parent Material Adverse Effect. True and its Subsidiaries, taken as a whole, or prevent or delay the consummation of the Merger or the other transactions contemplated by this Agreement. The complete copies of the certificate of incorporation and bylaws, or other organizational documents (in each case, together with all amendments thereto) of Parent the Company and Merger Sub that each of its Subsidiaries have been previously delivered or made available to the Parent. The Company and its Subsidiaries are true and correctnot in material default or in violation of any provisions of their respective organizational documents.
(b) Each of Parent and Merger Sub The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to the approval of the shareholders of the Company as required by the TBCA (“Company Shareholder Approval”), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance of each of Parent’s and Merger Subthe Company’s obligations hereunder, hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by the respective Boards Board of Directors of Parent and Merger Subthe Company, and no other corporate proceedings or actions on the part of Parent or Merger Sub the Company, the Board of Directors of the Company or the shareholders thereof of the Company are necessary thereforto authorize the execution and delivery of this Agreement, to perform the Company’s obligations hereunder and, except for the Company Shareholder Approval, to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Subthe Company, and, assuming the due execution and delivery of this Agreement by the CompanyParent and Merger Sub, this Agreement constitutes the legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each the Company in accordance with its terms, except for (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws relating to or affecting the rights of creditors generally and (ii) the effect of equitable principles of general application.
(c) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate any provision of the certificate of incorporation or bylaws, or similar organizational documents documents, of Parent the Company or Merger Subany of its Subsidiaries, (ii) except as disclosed in Section 3.1(c) of the Disclosure Schedule, violate or conflict with any provision of, or be an event that is (or with the passage of time will result in) a violation or conflict of, or result in the termination or acceleration of or entitle any party to terminate, accelerate, modify or cancel any obligation under, or constitute a default, default (with notice or lapse of time or both) or result in the imposition of any lien upon or the creation of a security interest in any of the ParentCompany’s or Merger Sub’s any of its Subsidiaries’ assets or properties properties, or the loss of a benefit under, or require notice to any Person Person, pursuant to, to any mortgage, lien, lease, agreement, contract, license, instrument, order, arbitration award, judgment, decree Contract or other arrangement to which Parent is a party or by which it or any of its assets are boundCompany Permit, or (iii) except as described in Section 3.1(c) of the Disclosure Schedule, violate or conflict with any Law or Governmental Order to which Parent the Company or Merger Sub any of its Subsidiaries is subject, except for those that, in the case of clauses (ii) and (iii) above, would not reasonably be expected to impair in any material respect the ability of Parent or Merger Sub to perform its obligations under this Agreement or have a material adverse effect on the Parent and its Subsidiaries, taken as a whole, or prevent or delay the consummation of the Merger or the other transactions contemplated by this AgreementMaterial Adverse Effect.
(d) No registrations, filings, applications, notices, consents, approvals, orders, qualifications qualifications, authorizations or waivers are required to be made, filed, given or obtained by Parent the Company or Merger Sub any of its Subsidiaries with, to or from any foreign, federal, state, local or other governmental or administrative authority or regulatory agency, commission, department or other governmental or administrative subdivision, court, tribunal or body or arbitrator or arbitral body (each, a “Governmental Authority Authority”) in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) those set forth in Section 3.1(d) of the Disclosure Schedule, (ii) those arising from the Exchange Act, (iii) filings under the HSR Act, (iiiiv) the filing and recordation of appropriate merger documents as required by the DGCL or the TBCA and other appropriate documents with the relevant Governmental Authorities of other states in which the Merger Sub Company is authorized to do business business, (v) applicable requirements of the New York Stock Exchange, or (ivvi) those that the failure to make, file, give or obtain would not, individually or in the aggregate, be reasonably expected to impair in any material respect the ability of Parent or Merger Sub to perform its obligations under this Agreement or not have a material adverse effect on the Parent and its Subsidiaries, taken as a whole, or prevent or delay the consummation of the Merger or the other transactions contemplated hereby Material Adverse Effect (clauses (i) through (ivv) above, collectively, the “Parent Company Required Governmental Approvals”).
(e) The Board of Directors of the Company, at a meeting duly called and held, adopted resolutions that are in full force and effect as of the date of this Agreement, (i) approving and declaring advisable the Merger and this Agreement, (ii) declaring that the Merger and this Agreement are in the best interests of the Company’s shareholders, (iii) recommending that the Company’s shareholders approve and adopt this Agreement, and (iv) exempting, to the extent necessary, this Agreement, the Voting Agreement and the transactions contemplated hereby from the restrictions of the Tennessee Business Combination Act.
(f) The only vote of the holders of any class or series of capital stock of the Company necessary to approve this Agreement, the Merger and the other transactions contemplated hereby is the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock.
(g) Dissenters’ rights under Chapter 23 of the TBCA are not available to the Company’s shareholders for the transactions contemplated by this Agreement.
(h) The Company and its Subsidiaries are not creditors or claimants with respect to any debtors or debtor-in-possession subject to proceedings under chapter 11 of title 11 of the United States Code with respect to claims that, in the aggregate, are material to the Company and its Subsidiaries (excluding cash and cash equivalents).
(i) The Board of Directors of the Company has received the opinion of its financial advisor, The Blackstone Group, to the effect that the Common Stock Merger Consideration is fair from a financial point of view to such holders of Company Common Stock, a copy of which opinion has been delivered to Parent.
Appears in 1 contract
Incorporation; Authorization. (a) Each of Parent Elan Party and Merger Sub each New Alkermes Group Entity is a corporation duly organized, organized and validly existing and and, to the extent applicable, in good standing under the laws Laws of the jurisdiction of its organization. Each of New Alkermes and the New Alkermes Group Entities (i) has the requisite corporate or similar power and authority to own its properties and assets and to carry on its business as it is now being conducted and (ii) is duly qualified to transact business in each jurisdiction in which the nature of property owned or leased by it or the conduct of its business requires it to be so qualified, except where the failure to be so duly organizedqualified to transact business, validly existing or in good standingto have such power and authority, would not, individually or in the aggregate, have or reasonably be expected to impair in any material respect the ability of Parent or Merger Sub to perform its obligations under this Agreement or have a material adverse effect on the Parent and its Subsidiaries, taken as a whole, or prevent or delay the consummation of the Merger or the other transactions contemplated by this Agreement. The copies of the certificate of incorporation and bylaws, or other organizational documents (in each case, together with all amendments thereto) of Parent and Merger Sub that have been previously delivered or made available to the Company are true and correctBusiness Material Adverse Effect.
(b) Each of Parent and Merger Sub Elan Party has all the requisite corporate or similar power and authority to execute and deliver this Agreement, Agreement and the Ancillary Agreements to which it will be a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery by each Elan Party of this AgreementAgreement and the Ancillary Agreements to which it will be a party, the performance by each Elan Party of each of Parent’s its obligations hereunder and Merger Sub’s obligations hereunder, thereunder and the consummation by each Elan Party of the transactions contemplated hereby and thereby (including the issuance of shares as of the Effective Time as contemplated by Section 2.9(c)) have been duly and validly authorized by the respective Boards boards of Directors directors of Parent and each Elan Party and, except for the filing of the Articles of Merger Subwith the Department of State of the Commonwealth of Pennsylvania, and no other corporate proceedings or actions on the part of Parent the Elan Parties, their respective boards of directors or Merger Sub or the shareholders thereof are necessary therefor. This Agreement has been duly executed and delivered by each of Parent and Merger Sub, and, assuming the due execution and delivery of this Agreement by the Company, this Agreement constitutes the legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each in accordance with its terms, except for (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws relating to or affecting the rights of creditors generally and (ii) the effect of equitable principles of general application.
(c) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby Ancillary Agreements will not (i) violate any provision of the certificate any Governing Documents of incorporation any Elan Party or bylaws, or similar organizational documents of Parent or Merger Subany New Alkermes Group Entity, (ii) violate or conflict with any provision of, or be an event that is (or with the passage of time will result in) a violation or conflict of, or result in the termination or acceleration of or entitle any party to terminate, accelerate, modify accelerate or cancel exercise (whether after the giving of notice or lapse of time or both) any obligation or right under, or constitute a default, or result in the imposition of any lien Lien upon or the creation of a security interest in any of the Parent’s Purchased Interests, or Merger Subany of New Alkermes’ or any New Alkermes Group Entity’s assets or properties or require notice to any Person pursuant to, any mortgage, lien, leaseLien, agreement, contract, license, instrument, order, arbitration award, judgment, judgment or decree or other arrangement to which Parent any Elan Party or any New Alkermes Group Entity is a party or by which it or any of its assets are them is bound, or (iii) violate or conflict with any Law or Governmental Order other restriction of any kind or character to which Parent any Elan Party, any Continuing Affiliate or Merger Sub any New Alkermes Group Entity is subject, except for those that, in the case of clauses (ii) and or (iii) above, would not reasonably be expected to impair in any material respect the ability of Parent or Merger Sub to perform its obligations under this Agreement or have a material adverse effect on the Parent and its Subsidiaries, taken as a whole, or prevent or delay the consummation of the Merger or the other transactions contemplated by this Agreement.
(d) No registrations, filings, applications, notices, consents, approvals, orders, qualifications or waivers are required to be made, filed, given or obtained by Parent or Merger Sub with, to or from any Governmental Authority in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) (ii) filings under the HSR Act, (iii) the filing and recordation of appropriate merger documents as required by the DGCL or the TBCA and other appropriate documents with the relevant Governmental Authorities of other states in which the Merger Sub is authorized to do business or (iv) those that the failure to make, file, give or obtain would notwould, individually or in the aggregate, have or reasonably be reasonably expected to impair have a Business Material Adverse Effect. This Agreement has been duly executed and delivered by the Elan Parties, and, assuming the due execution hereof by Alkermes, this Agreement constitutes the legal, valid and binding obligations of the Elan Parties, enforceable against the Elan Parties in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium or other similar Laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity (regardless of whether considered in proceedings at law or in equity). At the Closing, each of the Ancillary Agreements to which any material respect Elan Entity is or will be a party will be duly executed and delivered by such Elan Entity and, assuming the ability due execution and delivery thereof by the other parties thereto, at the Closing will constitute the legal, valid and binding obligations of Parent such Elan Entity, enforceable against the Elan Entities in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium or Merger Sub other similar Laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity (regardless of whether considered in proceedings at law or in equity). Elan has delivered to Alkermes a true and correct copy of the Governing Documents in effect at the date hereof of each of New Alkermes and each New Alkermes Group Entity.
(d) Each Elan Entity that will be a party to any Reorganization Transfer Agreement will have the requisite corporate or similar power to execute and deliver such Reorganization Transfer Agreement and to perform its obligations under this thereunder and to consummate the transactions contemplated thereby when such Reorganization Transfer Agreement or have a material adverse effect on is executed and delivered. No later than the Parent and its SubsidiariesClosing, taken as a whole, or prevent or delay the consummation each of the Merger or Reorganization Transfer Agreements to which any Elan Entity will be a party will be duly executed and delivered by such Elan Entity and, assuming the due execution and delivery thereof by the other transactions contemplated hereby parties thereto, at the Closing will constitute the legal, valid and binding obligations of such Elan Entity, enforceable against such Elan Entity in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium or other similar Laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity (clauses (i) through (iv) above, collectively, the “Parent Required Governmental Approvals”regardless of whether considered in proceedings at law or in equity).
Appears in 1 contract
Incorporation; Authorization. (a) Each of Parent and Merger Sub Buyer is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the jurisdiction of its organization, except where the failure to be Georgia. IAI is a corporation duly organizedincorporated, validly existing or and in good standing, would not, individually or in standing under the aggregate, be expected to impair in any material respect the ability laws of Parent or Merger Sub to perform its obligations under this Agreement or have a material adverse effect on the Parent and its Subsidiaries, taken as a whole, or prevent or delay the consummation of the Merger or the other transactions contemplated by this Agreement. The copies of the certificate of incorporation and bylaws, or other organizational documents (in each case, together with all amendments thereto) of Parent and Merger Sub that have been previously delivered or made available to the Company are true and correctGeorgia.
(b) Each of Parent Buyer and Merger Sub IAI each has all requisite full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. .
(c) The execution and delivery of this AgreementAgreement by Buyer and IAI, the performance of each of Parent’s and Merger Sub’s their respective obligations hereunder, hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by the respective Boards of Directors of Parent and Merger Sub, and no other all necessary corporate proceedings or actions on the part of Parent or Merger Sub or the shareholders thereof are necessary therefor. Buyer and IAI.
(d) This Agreement has been duly executed and delivered by each of Parent Buyer and Merger Sub, and, assuming the due execution IAI and delivery of this Agreement by the Company, this Agreement constitutes the legal, valid and binding obligation obligations of each of Parent and Merger Subthem, enforceable against each in accordance with its terms, except for (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws relating to or affecting the rights of creditors generally and (ii) the effect of equitable principles of general application.
(ce) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate any provision of the certificate of incorporation or bylaws, or similar organizational documents of Parent or Merger Sub, (ii) violate or conflict with any provision of, or be an event that is (or with the passage of time will result in) a violation or conflict of, or result in the termination or acceleration of or entitle any party to terminatea violation, acceleratebreach, modify or cancel any obligation under, or constitute a default, right to accelerate or result increase in obligations under the imposition Articles of any lien upon Incorporation or the creation Bylaws of a security interest in any of the Parent’s or Merger Sub’s assets or properties or require notice to any Person pursuant toBuyer and IAI, any mortgagelaw or statute or any order, lien, lease, agreement, contract, judgment or decree by which either of them is bound or any license, instrument, order, arbitration award, judgment, decree lease or other arrangement agreement to which Parent either of them is a party or by which it or any of its respective assets are bound, or (iii) violate or conflict with any Law or Governmental Order to which Parent or Merger Sub is subject, except for those that, in the case of clauses (ii) and (iii) above, would not reasonably business may be expected to impair in any material respect the ability of Parent or Merger Sub to perform its obligations under this Agreement or have a material adverse effect on the Parent and its Subsidiaries, taken as a whole, or prevent or delay the consummation of the Merger or the other transactions contemplated by this Agreementaffected.
(df) No registrationsThe authorized capital stock of the Buyer consists of 10,000,000 shares of Buyer Common Stock and 50,000 shares of preferred stock. As of the date of this Agreement, filings1,550,000 shares of Buyer Common Stock are issued and outstanding or are being held in reserve, applicationsand no shares of preferred stock are issued and outstanding. All of the outstanding shares of Buyer Common Stock have been duly authorized, noticesvalidly issued, consentsand are fully paid and nonassessable. Upon issuance thereof in accordance with the terms of this Agreement, approvals, orders, qualifications or waivers are required the shares of Buyer Common Stock to be madedelivered to the Shareholders at Closing shall be duly and validly authorized, filed, given or obtained by Parent or Merger Sub with, to or from any Governmental Authority in connection with the execution issued and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) (ii) filings under the HSR Act, (iii) the filing fully paid and recordation of appropriate merger documents as required by the DGCL or the TBCA and other appropriate documents with the relevant Governmental Authorities of other states in which the Merger Sub is authorized to do business or (iv) those that the failure to make, file, give or obtain would not, individually or in the aggregate, be reasonably expected to impair in any material respect the ability of Parent or Merger Sub to perform its obligations under this Agreement or have a material adverse effect on the Parent and its Subsidiaries, taken as a whole, or prevent or delay the consummation of the Merger or the other transactions contemplated hereby (clauses (i) through (iv) above, collectively, the “Parent Required Governmental Approvals”)nonassessable.
Appears in 1 contract
Samples: Acquisition and Merger Agreement (Intercept Group Inc)
Incorporation; Authorization. (a) Each of Parent and Merger Sub The Company is a corporation duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its organization, except where . Each of the failure to be Subsidiaries of the Company is duly organized, validly existing or in good standingand, except as would not, individually or in the aggregate, be expected reasonably likely to impair in any material respect the ability of Parent or Merger Sub to perform its obligations under this Agreement or have a material adverse effect on Material Adverse Effect, in good standing under the Parent Laws of the jurisdiction of its organization. Each of the Company and its SubsidiariesSubsidiaries has all requisite power and authority to own, taken lease and operate its properties and assets and to carry on its business as a wholeit is now being conducted, and is duly qualified to transact business in each jurisdiction in which the nature of property owned or prevent or delay the consummation of the Merger leased by it or the other transactions contemplated by this Agreementconduct of its business requires it to be so qualified, except where the failure to be duly qualified to transact business, has not had or would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. The True and complete copies of the certificate of incorporation Charter and bylaws, or other organizational documents (in each case, together with all amendments thereto) of Parent the Company and Merger Sub that each of its Subsidiaries have been previously delivered or made available to Parent. The Company and the Company Subsidiaries are true and correctnot in material default or in violation of any provisions of their respective organizational documents.
(b) Each of Parent and Merger Sub The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to the approval of the shareholders of the Company as required by the TBCA (“Company Shareholder Approval”), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance of each of Parent’s and Merger Subthe Company’s obligations hereunder, hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by the respective Boards Board of Directors of Parent and Merger Subthe Company, and no other corporate proceedings or actions on the part of Parent or Merger Sub the Company, the Board of Directors of the Company or the shareholders thereof of the Company are necessary thereforto authorize the execution and delivery of this Agreement, to perform the Company’s obligations hereunder and, except for the Company Shareholder Approval, to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Subthe Company, and, assuming the due execution and delivery of this Agreement by the CompanyParent and Merger Sub, this Agreement constitutes the legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each the Company in accordance with its terms, except for (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws relating to or affecting the rights of creditors generally and (ii) the effect of equitable principles of general application.
(c) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate any provision of the certificate of incorporation Charter or bylaws, or similar organizational documents documents, of Parent the Company or Merger Subany of its Subsidiaries, (ii) violate or conflict with any provision of, or be an event that is (or with the passage of time will result in) a violation or conflict of, or result in the termination or acceleration of or entitle any party to terminate, accelerate, modify or cancel any obligation under, or constitute a default, or result in the imposition of any lien upon or the creation of a security interest in any of the ParentCompany’s or Merger Sub’s assets or properties or require notice to any Person pursuant to, any mortgage, lien, lease, agreement, contract, license, instrument, order, arbitration award, judgment, decree or other arrangement to which Parent is a party or by which it or any of its Subsidiaries’ assets are boundor properties, or (iii) violate or conflict with any Law or Governmental Order to which Parent the Company or Merger Sub any of its Subsidiaries is subject, except as described in the Disclosure Schedule or for those that, in the case of clauses (ii) and (iii) above, would not reasonably be expected to impair in any material respect the ability of Parent or Merger Sub to perform its obligations under this Agreement or have a material adverse effect on the Parent and its Subsidiaries, taken as a whole, or prevent or delay the consummation of the Merger or the other transactions contemplated by this AgreementMaterial Adverse Effect.
(d) No material registrations, filings, applications, notices, consents, approvals, orders, qualifications qualifications, authorizations or waivers are required to be made, filed, given or obtained by Parent the Company or Merger Sub any of its Subsidiaries with, to or from any foreign, federal, state, local or other governmental or administrative authority or regulatory agency, commission, department or other governmental or administrative subdivision, court, tribunal or body (each, a “Governmental Authority Authority”) in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) those set forth in the Disclosure Schedule, (ii) filings under those arising from the HSR Exchange Act, (iii) the filing and recordation of appropriate merger documents as required by the DGCL or the TBCA and other appropriate documents with the relevant Governmental Authorities of other states in which the Merger Sub Company is authorized to do business or business, (iv) applicable requirements of the Nasdaq Global Market, or (v) those that become applicable solely as a result of the failure to make, file, give status or obtain would not, individually or in the aggregate, be reasonably expected to impair in any material respect the ability identity of Parent or Merger Sub to perform its obligations under this Agreement or have a material adverse effect on the Parent and its Subsidiaries, taken as a whole, or prevent or delay the consummation of the Merger or the other transactions contemplated hereby Affiliates (clauses (i) through (ivv) above, collectively, the “Parent Company Required Governmental Approvals”).
(e) The Board of Directors of the Company, at a meeting duly called and held, unanimously adopted resolutions that are in full force and effect as of the date of this Agreement, (i) approving and declaring advisable the Merger and this Agreement, (ii) declaring that the Merger and this Agreement are fair and in the best interests of the Company’s shareholders, (iii) recommending that the Company’s shareholders approve and adopt this Agreement, and (iv) exempting, to the extent necessary, this Agreement and the transactions contemplated hereby from the restrictions of the Tennessee Business Combination Act.
(f) The only vote of the holders of any class or series of capital stock of the Company necessary to approve this Agreement, the Merger and the other transactions contemplated hereby is the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock.
(g) Dissenters’ rights under Chapter 23 of the TBCA are not available to the Company’s shareholders for the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Goldleaf Financial Solutions Inc.)
Incorporation; Authorization. (a) Each of Parent and Merger Sub Aphria is a corporation duly organized, validly existing and in good standing under the laws of Ontario. Aphria has all necessary power, authority, capacity and right to enter into this Agreement and the jurisdiction Settlement Agreement and to carry out each of its organization, except where the failure to be duly organized, validly existing or in good standing, would not, individually or in the aggregate, be expected to impair in any material respect the ability of Parent or Merger Sub to perform its obligations under this Agreement or have a material adverse effect on and the Parent and its Subsidiaries, taken as a whole, or prevent or delay the consummation of the Merger or the other transactions contemplated by this Settlement Agreement. The copies execution, delivery and performance by Aphria of the certificate of incorporation and bylaws, or other organizational documents (in each case, together with all amendments thereto) of Parent and Merger Sub that have been previously delivered or made available to the Company are true and correct.
(b) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of under this Agreement, the performance of each of Parent’s and Merger Sub’s obligations hereunder, Agreement and the consummation of the transactions contemplated hereby Settlement Agreement have been duly and validly authorized by all necessary corporate action on the respective Boards part of Directors of Parent and Merger Sub, Aphria and no other corporate proceedings or actions on the part of Parent or Merger Sub Aphria are necessary to authorize this Agreement or the shareholders thereof are necessary thereforSettlement Agreement and no action has been taken to amend, or supersede, such authorization. The entering into of this Agreement and the Settlement Agreement and the completion of the transactions contemplated by this Agreement and the Settlement Agreement do not and will not result in a violation or breach of, or constitute a default under, or conflict with, any of the terms and provisions of any law, regulation, order or ruling applicable, or of any agreement, contract or indenture, written or oral, to which it is or may be a party or by which it is or may be bound, or of Aphria’s constating documents or any resolutions of its directors or shareholders. This Agreement has been duly executed and delivered by each of Parent Aphria and Merger Sub, and, assuming the due execution and delivery of this Agreement by the Company, this Agreement constitutes the a legal, valid and binding obligation of each of Parent and Merger Sub, agreement enforceable by GGB against each Aphria in accordance with its terms, except for (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws relating to or affecting the rights of creditors generally and (ii) the effect of equitable principles of general application.
(c) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate any provision of the certificate of incorporation or bylaws, or similar organizational documents of Parent or Merger Sub, (ii) violate or conflict with any provision of, or be an event that is (or with the passage of time will result in) a violation or conflict of, or result in the termination or acceleration of or entitle any party to terminate, accelerate, modify or cancel any obligation under, or constitute a default, or result in the imposition of any lien upon or the creation of a security interest in any of the Parent’s or Merger Sub’s assets or properties or require notice to any Person pursuant to, any mortgage, lien, lease, agreement, contract, license, instrument, order, arbitration award, judgment, decree or other arrangement to which Parent is a party or by which it or any of its assets are bound, or (iii) violate or conflict with any Law or Governmental Order to which Parent or Merger Sub is subject, except for those that, in the case of clauses (ii) and (iii) above, would not reasonably be expected to impair in any material respect the ability of Parent or Merger Sub to perform its obligations under this Agreement or have a material adverse effect on the Parent and its Subsidiaries, taken as a whole, or prevent or delay the consummation of the Merger or the other transactions contemplated by this Agreement.
(d) No registrations, filings, applications, notices, consents, approvals, orders, qualifications or waivers are required to be made, filed, given or obtained by Parent or Merger Sub withhowever, to or from any Governmental Authority limitations with respect to enforcement imposed by law in connection with bankruptcy or similar proceedings, the equitable power of the courts to stay proceedings before them and the execution of judgments and delivery of this Agreement or to the consummation extent that equitable remedies such as specific performance and injunction are in the discretion of the transactions contemplated herebycourt from which they are sought. The Settlement Agreement has been duly executed and delivered by Aphria and constitutes a legal, except for (i) (ii) filings under valid and binding agreement enforceable by GAOC against Aphria in accordance with its terms, subject, however, to limitations with respect to enforcement imposed by law in connection with bankruptcy or similar proceedings, the HSR Act, (iii) equitable power of the filing courts to stay proceedings before them and recordation the execution of appropriate merger documents judgments and to the extent that equitable remedies such as required by the DGCL or the TBCA specific performance and other appropriate documents with the relevant Governmental Authorities of other states in which the Merger Sub is authorized to do business or (iv) those that the failure to make, file, give or obtain would not, individually or injunction are in the aggregate, be reasonably expected to impair in any material respect the ability of Parent or Merger Sub to perform its obligations under this Agreement or have a material adverse effect on the Parent and its Subsidiaries, taken as a whole, or prevent or delay the consummation discretion of the Merger or the other transactions contemplated hereby (clauses (i) through (iv) above, collectively, the “Parent Required Governmental Approvals”)court from which they are sought.
Appears in 1 contract
Samples: Shortened Deposit Period Agreement
Incorporation; Authorization. (a) Each of Parent and Merger Sub Buyer is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the jurisdiction of its organization, except where the failure to be Georgia. IAI is a corporation duly organizedincorporated, validly existing or and in good standing, would not, individually or in standing under the aggregate, be expected to impair in any material respect the ability laws of Parent or Merger Sub to perform its obligations under this Agreement or have a material adverse effect on the Parent and its Subsidiaries, taken as a whole, or prevent or delay the consummation of the Merger or the other transactions contemplated by this Agreement. The copies of the certificate of incorporation and bylaws, or other organizational documents (in each case, together with all amendments thereto) of Parent and Merger Sub that have been previously delivered or made available to the Company are true and correctGeorgia.
(b) Each of Parent Buyer and Merger Sub IAI each has all requisite full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. .
(c) The execution and delivery of this AgreementAgreement by Buyer and IAI, the performance of each of Parent’s and Merger Sub’s their respective obligations hereunder, hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by the respective Boards of Directors of Parent and Merger Sub, and no other all necessary corporate proceedings or actions on the part of Parent or Merger Sub or the shareholders thereof are necessary therefor. Buyer and IAI.
(d) This Agreement has been duly executed and delivered by each of Parent Buyer and Merger Sub, and, assuming the due execution IAI and delivery of this Agreement by the Company, this Agreement constitutes the legal, valid and binding obligation obligations of each of Parent and Merger Subthem, enforceable against each in accordance with its terms, except for (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws relating to or affecting the rights of creditors generally and (ii) the effect of equitable principles of general application.
(ce) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate any provision of the certificate of incorporation or bylaws, or similar organizational documents of Parent or Merger Sub, (ii) violate or conflict with any provision of, or be an event that is (or with the passage of time will result in) a violation or conflict of, or result in the termination or acceleration of or entitle any party to terminatea violation, acceleratebreach, modify or cancel any obligation under, or constitute a default, right to accelerate or result increase in obligations under the imposition Articles of any lien upon Incorporation or the creation Bylaws of a security interest in any of the Parent’s or Merger Sub’s assets or properties or require notice to any Person pursuant toBuyer and IAI, any mortgagelaw or statute or any order, lien, lease, agreement, contract, judgment or decree by which either of them is bound or any license, instrument, order, arbitration award, judgment, decree lease or other arrangement agreement to which Parent either of them is a party or by which it or any of its respective assets are bound, or (iii) violate or conflict with any Law or Governmental Order to which Parent or Merger Sub is subject, except for those that, in the case of clauses (ii) and (iii) above, would not reasonably business may be expected to impair in any material respect the ability of Parent or Merger Sub to perform its obligations under this Agreement or have a material adverse effect on the Parent and its Subsidiaries, taken as a whole, or prevent or delay the consummation of the Merger or the other transactions contemplated by this Agreementaffected.
(df) No registrations, filings, applications, notices, consents, approvals, orders, qualifications or waivers are required to be made, filed, given or obtained by Parent or Merger Sub with, to or from any Governmental Authority Upon issuance thereof in connection accordance with the execution and delivery terms of this Agreement or and the consummation other Merger Documents, the shares of Buyer Common Stock to be delivered to the transactions contemplated hereby, except for (i) (ii) filings under the HSR Act, (iii) the filing Shareholders at Closing and recordation upon exercise of appropriate merger documents as required by the DGCL or the TBCA and other appropriate documents with the relevant Governmental Authorities of other states in which options granted pursuant to the Merger Sub is authorized to do business or (iv) those that the failure to makeDocuments shall be duly and validly authorized, file, give or obtain would not, individually or in the aggregate, be reasonably expected to impair in any material respect the ability of Parent or Merger Sub to perform its obligations under this Agreement or have a material adverse effect on the Parent issued and its Subsidiaries, taken as a whole, or prevent or delay the consummation of the Merger or the other transactions contemplated hereby (clauses (i) through (iv) above, collectively, the “Parent Required Governmental Approvals”)fully paid and nonassessable.
Appears in 1 contract
Samples: Acquisition and Merger Agreement (Intercept Group Inc)
Incorporation; Authorization. (a) Each Seller and each of Parent and Merger Sub its ---------------------------- Subsidiaries that shall be a party to one or more Collateral Agreements is a corporation or other entity duly organized, validly existing and in good standing under the laws of the jurisdiction state of its organizationorganization with full corporate or other power and authority to carry on its business (including, except where the failure to be duly organizedif applicable, validly existing or in good standing, would not, individually or in the aggregate, be expected to impair in any material respect the ability of Parent or Merger Sub to perform its obligations under this Agreement or have a material adverse effect on the Parent and its Subsidiaries, taken as a whole, or prevent or delay the consummation operation of the Merger or Sites) as it is now being conducted. Seller has the other transactions contemplated by this Agreement. The copies of the certificate of incorporation and bylaws, or other organizational documents (in each case, together with all amendments thereto) of Parent and Merger Sub that have been previously delivered or made available to the Company are true and correct.
(b) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform fully its obligations hereunder hereunder, and to consummate the transactions contemplated hereby, and each of Seller and its Subsidiaries has or will have the corporate or other power and authority to execute and deliver each Collateral Agreement to which it is a party, to perform fully its obligations thereunder and to consummate the transactions contemplated hereby. The execution and delivery by Seller of this Agreement, the performance of each of Parent’s and Merger Sub’s obligations hereunder, and the consummation of the transactions contemplated hereby have been and the execution and delivery by each of Seller and its Subsidiaries of the Collateral Agreements to which it is a party and the consummation of the transactions contemplated thereby on or prior to the Initial Closing Date will have been, duly and validly authorized by the respective Boards all requisite corporate or other action of Directors of Parent Seller and Merger Sub, and no other corporate proceedings or actions on the part of Parent or Merger Sub or the shareholders thereof are necessary thereforsuch Subsidiaries. This Agreement Seller (a) has been duly executed and delivered by this Agreement, (b) on the Initial Closing Date will have, and to the extent a party thereto, each of Parent its Subsidiaries will have, duly executed and Merger Subdelivered each of the Collateral Agreements to which it is a party, andand (c) on each subsequent Closing Date will have, assuming and to the extent a party thereto, each of its Subsidiaries will have, duly executed and delivered the amendments to the existing, or new, Collateral Agreements to which it is a party, as the case may be. Assuming the due execution and delivery of this Agreement each such agreement by the Companyeach party thereto other than Seller or any of its Subsidiaries, this Agreement constitutes is the legal, valid and binding obligation of Seller, and on each Closing Date each of Parent the Collateral Agreements to which Seller or any of its Subsidiaries is a party (as theretofore amended) will be the legal, valid and Merger Subbinding obligation of such Person, in each case, enforceable against each it in accordance with its terms, except for (i) respective terms subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and or other similar Laws laws relating to or affecting the rights of creditors generally and (ii) to the effect of equitable the application of general principles of general applicationequity.
(c) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate any provision of the certificate of incorporation or bylaws, or similar organizational documents of Parent or Merger Sub, (ii) violate or conflict with any provision of, or be an event that is (or with the passage of time will result in) a violation or conflict of, or result in the termination or acceleration of or entitle any party to terminate, accelerate, modify or cancel any obligation under, or constitute a default, or result in the imposition of any lien upon or the creation of a security interest in any of the Parent’s or Merger Sub’s assets or properties or require notice to any Person pursuant to, any mortgage, lien, lease, agreement, contract, license, instrument, order, arbitration award, judgment, decree or other arrangement to which Parent is a party or by which it or any of its assets are bound, or (iii) violate or conflict with any Law or Governmental Order to which Parent or Merger Sub is subject, except for those that, in the case of clauses (ii) and (iii) above, would not reasonably be expected to impair in any material respect the ability of Parent or Merger Sub to perform its obligations under this Agreement or have a material adverse effect on the Parent and its Subsidiaries, taken as a whole, or prevent or delay the consummation of the Merger or the other transactions contemplated by this Agreement.
(d) No registrations, filings, applications, notices, consents, approvals, orders, qualifications or waivers are required to be made, filed, given or obtained by Parent or Merger Sub with, to or from any Governmental Authority in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) (ii) filings under the HSR Act, (iii) the filing and recordation of appropriate merger documents as required by the DGCL or the TBCA and other appropriate documents with the relevant Governmental Authorities of other states in which the Merger Sub is authorized to do business or (iv) those that the failure to make, file, give or obtain would not, individually or in the aggregate, be reasonably expected to impair in any material respect the ability of Parent or Merger Sub to perform its obligations under this Agreement or have a material adverse effect on the Parent and its Subsidiaries, taken as a whole, or prevent or delay the consummation of the Merger or the other transactions contemplated hereby (clauses (i) through (iv) above, collectively, the “Parent Required Governmental Approvals”).
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Samples: Purchase and Sale Agreement (American Tower Corp /Ma/)
Incorporation; Authorization. (a) Each of Parent and Merger Sub The Company is a corporation duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its organization, except where . Each of the failure to be Subsidiaries of the Company is duly organized, validly existing or in good standingand, except as would not, individually or in the aggregate, be expected reasonably likely to impair in any material respect the ability of Parent or Merger Sub to perform its obligations under this Agreement or have a material adverse effect on Material Adverse Effect, in good standing under the Parent Laws of the jurisdiction of its organization. Each of the Company and its SubsidiariesSubsidiaries has all requisite power and authority to own, taken lease and operate its properties and assets and to carry on its business as a wholeit is now being conducted, and is duly qualified to transact business in each jurisdiction in which the nature of property owned or prevent or delay the consummation of the Merger leased by it or the other transactions contemplated by this Agreementconduct of its business requires it to be so qualified, except where the failure to be duly qualified to transact business, has not had or would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. The True and complete copies of the certificate of incorporation Charter and bylaws, or other organizational documents (in each case, together with all amendments thereto) of Parent the Company and Merger Sub that each of its Subsidiaries have been previously delivered or made available to Parent. The Company and the Company Subsidiaries are true and correctnot in material default or in violation of any provisions of their respective organizational documents.
(b) Each of Parent and Merger Sub The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to the approval of the shareholders of the Company as required by the TBCA ("Company Shareholder Approval"), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance of each of Parent’s and Merger Sub’s the Company's obligations hereunder, hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by the respective Boards Board of Directors of Parent and Merger Subthe Company, and no other corporate proceedings or actions on the part of Parent or Merger Sub the Company, the Board of Directors of the Company or the shareholders thereof of the Company are necessary thereforto authorize the execution and delivery of this Agreement, to perform the Company's obligations hereunder and, except for the Company Shareholder Approval, to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Subthe Company, and, assuming the due execution and delivery of this Agreement by the CompanyParent and Merger Sub, this Agreement constitutes the legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each the Company in accordance with its terms, except for (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws relating to or affecting the rights of creditors generally and (ii) the effect of equitable principles of general application.
(c) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate any provision of the certificate of incorporation Charter or bylaws, or similar organizational documents documents, of Parent the Company or Merger Subany of its Subsidiaries, (ii) violate or conflict with any provision of, or be an event that is (or with the passage of time will result in) a violation or conflict of, or result in the termination or acceleration of or entitle any party to terminate, accelerate, modify or cancel any obligation under, or constitute a default, or result in the imposition of any lien upon or the creation of a security interest in any of the Parent’s or Merger Sub’s assets or properties or require notice to any Person pursuant to, any mortgage, lien, lease, agreement, contract, license, instrument, order, arbitration award, judgment, decree or other arrangement to which Parent is a party or by which it Company's or any of its Subsidiaries' assets are boundor properties, or (iii) violate or conflict with any Law or Governmental Order to which Parent the Company or Merger Sub any of its Subsidiaries is subject, except as described in the Disclosure Schedule or for those that, in the case of clauses (ii) and (iii) above, would not reasonably be expected to impair in any material respect the ability of Parent or Merger Sub to perform its obligations under this Agreement or have a material adverse effect on the Parent and its Subsidiaries, taken as a whole, or prevent or delay the consummation of the Merger or the other transactions contemplated by this AgreementMaterial Adverse Effect.
(d) No material registrations, filings, applications, notices, consents, approvals, orders, qualifications qualifications, authorizations or waivers are required to be made, filed, given or obtained by Parent the Company or Merger Sub any of its Subsidiaries with, to or from any foreign, federal, state, local or other governmental or administrative authority or regulatory agency, commission, department or other governmental or administrative subdivision, court, tribunal or body (each, a "Governmental Authority Authority") in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) those set forth in the Disclosure Schedule, (ii) filings under those arising from the HSR Exchange Act, (iii) the filing and recordation of appropriate merger documents as required by the DGCL or the TBCA and other appropriate documents with the relevant Governmental Authorities of other states in which the Merger Sub Company is authorized to do business or business, (iv) applicable requirements of the Nasdaq Global Market, or (v) those that become applicable solely as a result of the failure to make, file, give status or obtain would not, individually or in the aggregate, be reasonably expected to impair in any material respect the ability identity of Parent or Merger Sub to perform its obligations under this Agreement or have a material adverse effect on the Parent and its Subsidiaries, taken as a whole, or prevent or delay the consummation of the Merger or the other transactions contemplated hereby Affiliates (clauses (i) through (ivv) above, collectively, the “Parent "Company Required Governmental Approvals”").
(e) The Board of Directors of the Company, at a meeting duly called and held, unanimously adopted resolutions that are in full force and effect as of the date of this Agreement, (i) approving and declaring advisable the Merger and this Agreement, (ii) declaring that the Merger and this Agreement are fair and in the best interests of the Company's shareholders, (iii) recommending that the Company's shareholders approve and adopt this Agreement, and (iv) exempting, to the extent necessary, this Agreement and the transactions contemplated hereby from the restrictions of the Tennessee Business Combination Act.
(f) The only vote of the holders of any class or series of capital stock of the Company necessary to approve this Agreement, the Merger and the other transactions contemplated hereby is the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock.
(g) Dissenters' rights under Chapter 23 of the TBCA are not available to the Company's shareholders for the transactions contemplated by this Agreement.
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