Organization and Authority of Parent. Parent is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Parent has full corporate power and authority to enter into this Agreement and the other Transaction Documents to which Parent is a party, to carry out its obligations hereunder and thereunder and to consummate the Transactions. The execution and delivery by Parent of this Agreement and any other Transaction Document to which Parent is a party, the performance by Parent of its obligations hereunder and thereunder and the consummation by Parent of the Transactions have been duly authorized by all requisite corporate action on the part of Parent. This Agreement has been duly executed and delivered by Parent, and (assuming due authorization, execution and delivery by the Members and the Company) this Agreement constitutes a legal, valid and binding obligation of Parent enforceable against Parent in accordance with its terms. When each other Transaction Document to which Parent is or will be a party has been duly executed and delivered by Parent (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of Parent enforceable against it in accordance with its terms.
Organization and Authority of Parent. (a) Parent is a corporation duly organized, validly existing, and in good standing under the Laws of the State of Georgia. Parent has full corporate power and authority to enter into this Agreement and the other Transaction Documents to which it is a party, to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Parent of this Agreement and any other Transaction Document to which Parent is a party, the performance by Parent of its obligations hereunder and thereunder, and the consummation by Parent of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Parent.
(b) This Agreement and each other Transaction Document to which Parent is or will be a party (i) has been duly executed and delivered by Parent, and (ii) assuming due authorization, execution, and delivery by each other party thereto, constitutes a legal, valid, and binding obligation of Parent enforceable against Parent in accordance with its terms.
Organization and Authority of Parent. Parent is a corporation duly organized, validly existing and in good standing under the Laws of the State of Oklahoma. Parent has full corporate power and authority to enter into this Agreement and the other Transaction Documents to which Parent is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and to conduct its Business as it is now being conducted and described in the reports filed by Parent with the SEC pursuant to the reporting requirements of the Exchange Act. The execution and delivery by Parent of this Agreement and any other Transaction Document to which Parent is a party, the performance by Parent of its obligations hereunder and thereunder and the consummation by Parent of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Parent. This Agreement has been duly executed and delivered by Parent, and this Agreement constitutes a legal, valid and binding obligation of Parent enforceable against Parent in accordance with its terms. When each other Transaction Document to which Parent is or will be a party has been duly executed and delivered by Parent, such Transaction Document will constitute a legal and binding obligation of Parent enforceable against it in accordance with its terms.
Organization and Authority of Parent. Parent is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Parent of this Agreement and each of the Ancillary Agreements to which it is a party, the performance by Parent of its obligations hereunder and thereunder and the consummation by Parent of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of Parent. This Agreement has been, and upon the execution of each of the Ancillary Agreements to which it is a party will be, duly executed and delivered by Parent, and (assuming due authorization, execution and delivery by Purchaser) this Agreement constitutes, and upon their execution, each of the Ancillary Agreements to which is a party, will constitute, legal, valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights and (ii) general principles of equity that restrict the availability of equitable remedies (regardless of whether enforceability is considered in a proceeding in equity or at law).
Organization and Authority of Parent. Parent is a corporation duly organized, validly existing and in good standing under the Laws of the State of Washington and has full corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted. Parent is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary. Parent has full corporate power and authority to enter into the Parent Ancillary Agreements and, upon receiving Shareholder Approval, to perform its obligations under this Agreement and consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Parent of this Agreement and Parent Ancillary Agreements and the consummation by Parent of the transactions contemplated hereby and thereby have been duly authorized by the board of directors of Parent and no other corporate proceedings on the part of Parent other than Shareholder Approval are necessary to authorize the execution, delivery and performance of this Agreement or the Parent Ancillary Agreements or to consummate the Equity Exchange and the other transactions contemplated hereby and thereby. This Agreement and each of the Parent Ancillary Agreements have been duly executed and delivered by Parent, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement and each of the Parent Ancillary Agreements constitutes a legal, valid and binding obligation of Parent enforceable against Parent in accordance with its terms except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally or (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
Organization and Authority of Parent. Parent is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation. Parent has full corporate power and authority to enter into and perform its obligations under this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by it in connection with the consummation of the transactions contemplated hereby and thereby (the “Parent Documents”) and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Parent of this Agreement and any Parent Document to which it is a party and the consummation by Parent of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Parent. This Agreement has been duly executed and delivered by Parent, and (assuming due authorization, execution and delivery by each other party
Organization and Authority of Parent. Parent is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Parent has full corporate power and authority to enter into this Agreement and the Escrow Agreement, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Parent of this Agreement and the Escrow Agreement, the performance by Parent of its obligations hereunder and thereunder and the consummation by Parent of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Parent. This Agreement has been duly executed and delivered by Parent and Merger Sub, and this Agreement constitutes, and the Escrow Agreement when duly executed and delivered by Parent will constitute (assuming the due authorization, execution and delivery the other parties hereto and thereto) legal, valid and binding obligations of Parent and Merger Sub, as applicable, enforceable against Parent and Merger Sub in accordance with their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, and (ii) general principles of equity that restrict the availability of equitable remedies.
Organization and Authority of Parent. Merger Sub and Acquisition Sub. Each of Parent, Merger Sub and Acquisition Sub is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each of Parent, Merger Sub and Acquisition Sub has full corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by each of Parent, Merger Sub and Acquisition Sub of this Agreement, the Convertible Note and the Stockholders Agreement and the performance by each of Parent, Merger Sub and Acquisition Sub of its obligations hereunder and thereunder and the consummation by each of Parent, Merger Sub and Acquisition Sub of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Parent, Merger Sub and Acquisition Sub. This Agreement, the Convertible Note and the Stockholders Agreement has been duly executed and delivered by Parent, Merger Sub and Acquisition Sub, and (assuming due authorization, execution and delivery by the other Parties) this Agreement constitutes a legal, valid and binding obligation of Parent, Merger Sub and Acquisition Sub enforceable against Parent in accordance with its terms, subject to the Bankruptcy and Equity Exception.
Organization and Authority of Parent. Parent is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, with full corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Parent of this Agreement, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Parent. This Agreement has been duly executed and delivered by Parent, and, assuming due authorization and delivery by each other Party, this Agreement constitutes a legal, valid and binding obligation of Parent, enforceable against it in accordance with its terms, except as such enforceability may be limited by Applicable Laws relating to bankruptcy, insolvency or other laws of general application relating to the enforcement of creditors’ rights and by general equitable principles.
Organization and Authority of Parent. Parent is a corporation duly organized, validly existing, and in good standing under the laws of Nevada and has all necessary corporate power and authority to execute, deliver, and perform this Agreement. The execution, delivery, and performance of this Agreement has been duly authorized by all requisite action on the part of Parent. This Agreement shall have been duly executed and delivered by Parent, and (assuming due authorization, execution, and delivery by each other party thereto) constitutes a legal, valid, and binding obligation of Parent enforceable against Parent in accordance with its terms.
