Organization and Business; Power and Authority; Effect of Transaction. (a) ATS is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted. (b) ATS has all requisite corporate power and corporate authority necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions; and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATS. This Agreement has been duly executed and delivered by ATS and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions when executed and delivered by ATS will constitute, legal, valid and binding obligations of ATS, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity. (c) Except for matters which would have no material adverse effect on ATS, neither the execution and delivery by ATS of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation by ATS of the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATS: (i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS or any Applicable Law on the part of ATS, or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of ATS; or (ii) will require ATS to make or obtain any Governmental Authorization, Governmental Filing or Private Authorization including without limitation under the FCA.
Appears in 4 contracts
Samples: Asset Purchase Agreement (American Radio Systems Corp /Ma/), Asset Purchase Agreement (American Tower Systems Corp), Asset Purchase Agreement (American Tower Systems Corp)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted.
(b) ATS has all requisite corporate power and corporate authority necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions; and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATS. This Agreement has been duly executed and delivered by ATS and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions when executed and delivered by ATS will constitute, legal, valid and binding obligations of ATS, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity.
(c) Except for matters which would have no material adverse effect not Material Adverse Effect on ATSMeridian, neither the execution and delivery by ATS of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation by ATS of the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATS:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS or any Applicable Law on the part of ATS, or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of ATS; or
(ii) will require ATS to make or obtain any Governmental Authorization, Governmental Filing or Private Authorization including without limitation under the FCA, except for filings under the Xxxx-Xxxxx- Xxxxxx Act.
Appears in 4 contracts
Samples: Asset Purchase Agreement (American Tower Systems Corp), Asset Purchase Agreement (American Tower Systems Corp), Asset Purchase Agreement (American Tower Systems Corp)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS Seller is a corporation duly organized, validly existing and in good standing under the laws Laws of its jurisdiction of incorporation and organization, has all requisite corporate power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conductedconducted and is duly qualified and in good standing as a foreign corporation in each other jurisdiction in which the character of the property owned or leased by it or the nature of its business or operations requires such qualification, except for such qualifications the failure of which to obtain, individually or in the aggregate, has not had and will not reasonably be expected to have a Material Adverse Effect.
(b) ATS Seller has all requisite corporate power and corporate authority necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or and to consummate the Transactions; and the execution, delivery and performance by Seller of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other and stockholder action on the part of ATSSeller. This Agreement has been duly executed and delivered by ATS Seller and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions when executed and delivered by ATS Seller will constitute, legal, valid and binding obligations of ATSSeller, enforceable against Seller in accordance with their respective terms, except as such enforceability may be limited by subject to bankruptcy, moratorium, insolvency insolvency, reorganization, arrangement, voidable preference, fraudulent conveyance and other similar laws Laws relating to or affecting the rights and or remedies of creditors and the obligations of debtors generally and by except as the same may be subject to the effect of general principles of equity.
(c) Except for matters which would have no material adverse effect on ATScompliance with any applicable requirements of the Hxxx-Xxxxx-Xxxxxx Act, and the consents, authorizations and approvals set forth in Section 4.1(c) of the Disclosure Schedule (collectively the “Required Consents”), neither the execution and delivery by ATS Seller of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation by ATS of the TransactionsTransactions by Seller will conflict with or result in a breach of any term, nor compliance with condition or provision of, or require the termsconsent, conditions and provisions hereof authorization or thereof by ATSapproval of, any Person or Authority, under:
(i) will conflict with, any governing document of Seller or result in a breach Seller Sub;
(ii) any Law applicable to Seller or violation of, Seller Sub;
(iii) any Tower Lease or constitute a default under, any Organic Document of ATS or any Applicable Law on the part of ATS, or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of ATSSite Lease; or
(iiiv) will require ATS to make or obtain any Governmental AuthorizationAuthorization set forth in Section 4.4(a) of the Disclosure Schedule.
(d) Immediately prior to the Closing, Governmental Filing or Private Authorization including without limitation Seller Sub will be a limited liability company duly organized and validly existing under the FCAlaws of the State of Delaware, and will have all necessary power and authority to own and operate the Assets as they are now being operated. A true and complete copy of the Certificate of Formation and operating agreement of Seller Sub are attached hereto as Exhibits E and F, respectively.
Appears in 3 contracts
Samples: Equity Interest Purchase Agreement (Dobson Communications Corp), Equity Interest Purchase Agreement (American Cellular Corp /De/), Equity Interest Purchase Agreement (Dobson Communications Corp)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS Meridian is a corporation duly organized, general partnership validly existing and in good standing under the laws of its jurisdiction of incorporation and organization, has all requisite power and authority (corporate partnership and other) to own or hold under lease its properties and to conduct its business as now conducted.
(b) ATS Meridian has all requisite corporate partnership power and corporate partnership authority and has in full force and effect all Governmental Authorizations (which, for purposes of this Section 3.1(b), relate only to the sale of the Meridian Assets and Meridian Business generally and not to "site-specific" Governmental Authorizations or those required by local Applicable Law) and Private Authorizations, except for those set forth in Section 3.1(b) of the Meridian Disclosure Schedule or those the failure of which to obtain do not and will not have, individually or in the aggregate, any Material Adverse Effect on ATS, necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions; and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other partnership action on the part of ATSMeridian. This Agreement has been duly executed and delivered by ATS Meridian and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions when executed and delivered by ATS Meridian will constitute, legal, valid and binding obligations of ATSMeridian, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity.
(c) Except as set forth in Section 3.1(c) of the Meridian Disclosure Schedule, and except for matters which would have no material adverse effect Material Adverse Effect on ATS, neither the execution and delivery by ATS Meridian of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation by ATS Meridian of the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATSMeridian:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS Meridian or any Applicable Law (which, for purposes of this Section 3.1(c)(i), relates only to the sale of the Meridian Assets and the Meridian Business generally and not to local Applicable Law) on the part of ATSMeridian, or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of ATSMeridian, other than those constituting Meridian Nonassumed Obligations; or
(ii) will require ATS Meridian to make or obtain any Governmental AuthorizationAuthorization or Filings (which, Governmental Filing for purposes of this Section 3.1(c)(ii), relates only to the sale of the Meridian Assets and the Meridian Business generally and not to "site-specific" authorizations or those required by local Applicable Law) or Private Authorization including without limitation under the FCA, except for filings under the Xxxx-Xxxxx-Xxxxxx Act.
(d) Meridian does not have any Subsidiaries, except as set forth in Section 3.1(d) of the Meridian Disclosure Schedule.
Appears in 3 contracts
Samples: Asset Purchase Agreement (American Tower Systems Corp), Asset Purchase Agreement (American Tower Systems Corp), Asset Purchase Agreement (American Tower Systems Corp)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS Buyer is a corporation limited liability company, is duly organized, validly existing and in good standing under the laws Laws of its jurisdiction of incorporation and organization, has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conductedconducted and is duly qualified and in good standing as a foreign limited liability company, in each other jurisdiction in which the character of the property owned or leased by it or the nature of its business or operations requires such qualification, except for such qualifications the failure of which to obtain, individually or in the aggregate, have not had and will not reasonably be expected to have a material adverse effect on Buyer.
(b) ATS Buyer has all requisite corporate power and corporate authority necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or and to consummate the Transactions; and the execution, delivery and performance by Buyer of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATSBuyer. This Agreement has been duly executed and delivered by ATS Buyer and constitutes, and each Collateral Document executed or required to be executed by it each of them pursuant hereto or thereto or to consummate the Transactions when executed and delivered by ATS Buyer, will constitute, legal, valid and binding obligations of ATSBuyer, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws Laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity.
(c) Except for matters which would have no material adverse effect on ATSany applicable requirements of the Hxxx-Xxxxx-Xxxxxx Act, neither the execution and delivery by ATS Buyer of this Agreement or nor any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation by ATS of the Transactions, nor compliance with by Buyer will result in a breach under any term, condition or provision of, or require the termsconsent, conditions and provisions hereof authorization or thereof by ATSapproval of, any Person or Authority under:
(i) will conflict withany governing document of Buyer;
(ii) any Law applicable to Buyer;
(iii) any contract, agreement or result in governmental authorization to which Buyer is a breach party or violation of, or constitute a default under, any Organic Document of ATS or any Applicable Law on the part of ATS, or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of ATSby which it is bound; or
(iiiv) will require ATS any order of any Authority applicable to make Buyer or obtain any Governmental Authorization, Governmental Filing of its properties or Private Authorization including without limitation under the FCAassets.
Appears in 3 contracts
Samples: Equity Interest Purchase Agreement (Dobson Communications Corp), Equity Interest Purchase Agreement (Dobson Communications Corp), Equity Interest Purchase Agreement (American Cellular Corp /De/)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted.
(b) ATS has all requisite corporate power and corporate authority necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions; and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATS. This Agreement has been duly executed and delivered by ATS and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions when executed and delivered by ATS will constitute, legal, valid and binding obligations of ATS, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity.
(c) Except for matters which would not have no a material adverse effect on ATS, neither the execution and delivery by ATS of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation by ATS of the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATS:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS or any Applicable Law on the part of ATS, or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of ATS; or
(ii) will require ATS to make or obtain any Governmental Authorization, Governmental Filing or Private Authorization including without limitation under the FCA.
Appears in 2 contracts
Samples: Asset Purchase Agreement (American Tower Systems Corp), Asset Purchase Agreement (American Radio Systems Corp /Ma/)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS Company (i) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the State of incorporation and Delaware, (ii) has all requisite corporate power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted and as presently proposed to be conducted, and is in possession of all material Governmental Authorizations and Private Authorizations to the extent required for such ownership and lease of its property and conduct of its business and (iii) has duly qualified and is authorized to do business and is in good standing as a foreign corporation in each jurisdiction in which it owns or leases properties, conducts operations or maintains a stock of goods, except where the failure to be so qualified would not have a Material Adverse Effect. Complete and correct copies of the Certificate of Incorporation and By-laws of Company, each as amended to date, have heretofore been delivered by Company to Acquiror. Such Certificate of Incorporation and By-laws are in full force and effect.
(b) ATS Company has all requisite corporate power and corporate authority necessary to enable it to execute and deliver, and to perform its obligations under, and to consummate the transactions contemplated by, this Agreement and each Collateral Transaction Document executed or required to be executed by it pursuant hereto or thereto or to consummate the TransactionsCompany; and the execution, delivery and performance of this Agreement and each Collateral Transaction Document executed or required to be executed by it pursuant hereto or thereto Company have been duly authorized by all requisite corporate or action, other action on than the part of ATSCompany Stockholder Approval. This Agreement has been duly executed and delivered by ATS Company and constitutes, and each Collateral Transaction Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions when executed and delivered by ATS Company will constitute, legal, valid and binding obligations of ATSCompany and each of the other parties, if any, thereto which is Affiliated with Company, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity.
(c) The authorized and outstanding capital stock of Company is as set forth in Section 2.1 of the Disclosure Schedule. All of such outstanding capital stock has been duly authorized and validly issued, is fully paid and nonassessable and is not subject to any preemptive or similar rights. Except for matters as set forth in Section 2.1 of the Disclosure Schedule, (i) there is neither outstanding nor has Company or any Subsidiary agreed to grant or issue any shares of its capital stock or any Option Security or Convertible Security and (ii) neither Company nor any Subsidiary is a party to or is bound by any agreement, put or commitment pursuant to which would it is obligated to purchase, redeem or otherwise acquire any shares of capital stock or any Option Security or Convertible Security. Complete and correct copies of each of the Company Option Securities and Company Convertible Securities listed on the Disclosure Schedule, each as amended to date, have no material adverse effect on ATSheretofore been made available to Acquiror.
(d) Except as set forth in Section 2.1 of the Disclosure Schedule and subject to obtaining the Company Stockholder Approval, neither the execution and delivery by ATS of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or theretoTransaction Document, nor the consummation by ATS of the Transactionstransactions herein or therein contemplated, nor compliance with the terms, conditions and provisions hereof or thereof by ATSCompany or any of its Subsidiaries:
(i) (A) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS or any Applicable Law on the part of ATSCompany or any of its Subsidiaries or (B) will conflict with or result in a breach or violation of, or constitute a default under, any of the Organic Documents of Company or any of its Subsidiaries or (C) will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability inunder, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration inof, any Contractual Obligation of ATS; Company or any of its Subsidiaries, or
(ii) will require ATS to make result in or obtain permit the creation or imposition of any Governmental AuthorizationEncumbrance upon any property now owned or leased by Company or any such other party.
(e) Company does not have any Subsidiaries other than those set forth in Section 2.1 of the Disclosure Schedule, Governmental Filing or Private Authorization including without limitation each of which is wholly owned, is a corporation which is duly organized, validly existing and in good standing under the FCAlaws of the respective state of incorporation set forth opposite its name on the Disclosure Schedule, and is duly qualified and in good standing as a foreign corporation in each other jurisdiction in which it owns or leases properties, conducts operations or maintains a stock of goods, except where the failure to be so qualified would not have a Material Adverse Effect, with corporate power and authority to carry on the business in which it is engaged. Each such Subsidiary is in possession of all Governmental Authorizations and Private Authorizations required for such ownership and lease of its property and conduct of its business. Company owns all of the outstanding capital stock of each such Subsidiary, free and clear of all Encumbrances, and all such stock has been duly authorized and validly issued and is fully paid and nonassessable. There are no outstanding Option Securities or Convertible Securities, or agreements, puts, commitments or understandings with respect to any of the foregoing, of any nature whatsoever relating to the authorized and unissued or the outstanding capital stock of any such Subsidiaries. Except as set forth in Section 2.1 of the Disclosure Schedule, neither Company nor any of its Subsidiaries owns directly or indirectly any capital stock or equity or proprietary interest in any other Entity or enterprise, however organized and however such interest may be denominated or evidenced, or is party to or bound by any agreements, puts, commitments or understandings pursuant to which it is obligated to purchase or otherwise acquire any of the foregoing.
Appears in 2 contracts
Samples: Merger Agreement (Jw Childs Equity Partners L P), Merger Agreement (Central Tractor Farm & Country Inc)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted.
(b) ATS has all requisite corporate power and corporate authority necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions; and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATS. This Agreement has been duly executed and delivered by ATS and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions when executed and delivered by ATS will constitute, legal, valid and binding obligations of ATS, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity.
(c) Except for matters which would not have no any material adverse effect on ATS, neither the execution and delivery by ATS of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation by ATS of the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATS:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS or any Applicable Law on the part of ATS, or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of ATS; or
(ii) will require ATS to make or obtain any Governmental Authorization, Governmental Filing or Private Authorization including without limitation under the FCA, except for filings under the Hart-Scott-Rodino Act.
Appears in 2 contracts
Samples: Asset Purchase Agreement (American Radio Systems Corp /Ma/), Asset Purchase Agreement (American Radio Systems Corp /Ma/)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS Seller is a corporation limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and organization, has all requisite limited liability company power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted.
(b) ATS Seller has all requisite corporate limited liability company power and corporate authority and has in full force and effect all Governmental Authorizations (which, for purposes of this Section 3.1(b), relate only to the sale of the Seller Assets and the Seller Business generally and not to "site-specific" Governmental Authorizations or those required by local Applicable Law) and Private Authorizations, except for those set forth in Section 3.1(b) of the Seller Disclosure Schedule or those the failure of which to obtain do not and will not have, individually or in the aggregate, any material adverse effect on Seller, necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions; and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATSSeller. This Agreement has been duly executed and delivered by ATS Seller and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions when executed and delivered by ATS Seller will constitute, legal, valid and binding obligations of ATSSeller, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity.
(c) Except as set forth in Section 3.1(c) of the Seller Disclosure Schedule, and except for matters which would have no material adverse effect on ATSSeller, neither the execution and delivery by ATS Seller of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation by ATS Seller of the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATSSeller:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS Seller or any Applicable Law on (which, for purposes of this Section 3.1(c)(i), relates only to the part sale of ATSthe Seller Assets and the Seller Business generally and not to local Applicable Law), or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of ATSSeller, other than those constituting Seller Nonassumed Obligations; or
(ii) will require ATS Seller to make or obtain any Governmental AuthorizationAuthorization (which, for purposes of this Section 3.1(c)(ii)), relate only to the sale of the Seller Assets and Seller Business generally and not to "site-specific" Governmental Filing Authorizations or those required by local Applicable Law), or Private Authorization including without limitation under the FCA.
(d) Seller does not have any Subsidiaries.
Appears in 2 contracts
Samples: Asset Purchase Agreement (American Tower Systems Corp), Asset Purchase Agreement (American Radio Systems Corp /Ma/)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS Each EZ Party is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and organization, has all requisite corporate power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted.
(b) ATS Each EZ Party has all requisite corporate power and corporate authority necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Exchange and the other Transactions; and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATSeach EZ Party. This Agreement has been duly executed and delivered by ATS each EZ Party and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions which any EZ Party becomes a party will, when executed and delivered by ATS will such EZ Party, constitute, legal, the legally valid and binding obligations obligation of ATSsuch EZ Party, enforceable against such EZ Party in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity.
(c) Except for matters which would have no material adverse effect on ATSas set forth in Section 4.1(c) of the EZ Disclosure Schedule, neither the execution and delivery by ATS any EZ Party of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation by ATS each EZ Party of the Exchange and the other Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATSeach EZ Party:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS any EZ Party or any Applicable Law on the part of ATSany EZ Party, or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of ATSEZ Material Agreement; or
(ii) will require ATS any EZ Party to make or obtain any Governmental Authorization, Governmental Filing or Private Authorization including without limitation Authorization, except for the FCC Consents, filings under the FCAXxxx-Xxxxx-Xxxxxx Act and Private Authorizations the failure of which to be obtained or maintained would not, individually or in the aggregate, have a Material Adverse Effect on EZ.
(d) EZ Parent does not have any direct or indirect Subsidiaries or other Affiliates which own or have any interest in any of the EZ Stations or any of the EZ Assets other than the other EZ Parties.
Appears in 2 contracts
Samples: Asset Exchange Agreement (Ez Communications Inc /Va/), Asset Exchange Agreement (Evergreen Media Corp)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS Each of Childs, Acquiror Parent and Acquiror (i) is a corporation limited partnership or corporation, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of formation or incorporation as set forth in the Disclosure Schedule, and (ii) has all requisite partnership or corporate power and authority (corporate and other) authority, as the case may be, to own or hold under lease its properties and to conduct its business as now conducted and as presently proposed to be conducted, and is in possession of all Governmental Authorizations and Private Authorizations to the extent required for such ownership and lease of its property and conduct of its business.
(b) ATS Each of Childs, Acquiror Parent and Acquiror has all requisite partnership or corporate power and corporate authority authority, as the case may be, necessary to enable it to execute and deliver, and to perform its obligations under, and to consummate the transactions contemplated by, this Agreement and each Collateral Transaction Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactionsit; and the execution, delivery and performance of this Agreement and each Collateral such Transaction Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite partnership or corporate or other action on action, as the part case may be, including that, if required, of ATSChilds partners, Acquiror Parent's stockholders and Acquiror's stockholders. This Agreement has been duly executed and delivered by ATS each of Childs, Acquiror Parent and Acquiror and constitutes, and each Collateral Transaction Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions when executed and delivered by ATS Childs, Acquiror Parent or Acquiror will constitute, its legal, valid and binding obligations of ATSobligations, enforceable against it in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity.
(c) Except for matters which would have no material adverse effect on ATS, neither Neither the execution and delivery by ATS of this Agreement or any Collateral Transaction Document executed or required to be executed by it pursuant hereto Childs, Acquiror Parent or theretoAcquiror, nor the consummation by ATS of the Transactionstransactions herein or therein contemplated, nor compliance with the terms, conditions and provisions hereof or thereof by ATSChilds, Acquiror Parent or Acquiror:
(iA) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS or any Applicable Law on the part of ATSChilds, Acquiror Parent or Acquiror or (B) will conflict with or result in a breach or violation of, or constitute a default under, any of the certificate of limited partnership or partnership agreement of Childs or the certificate of incorporation or by-laws of Acquiror Parent or Acquiror or (C) will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability inunder, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration inof, any material Contractual Obligation of ATS; orChilds, Acquiror Parent or Acquiror,
(ii) will result in or permit the creation or imposition of any Encumbrance upon any property now owned or leased by Childs or Acquiror, or
(iii) will require ATS to make or obtain any Governmental Authorization or Private Authorization, Governmental Filing except as to the HSR Act and the filing with the Secretary of State of Delaware of the Certificate of Merger, except, with respect to clauses (i)(A), (i)(C), (ii) and (iii) above, such conflicts, breaches, defaults, violations, accelerations, Encumbrances, authorizations or Private Authorization including without limitation under filings, that individually or in the FCAaggregate are not reasonably likely to result in a Material Adverse Effect on Childs, Acquiror Parent or Acquiror.
Appears in 2 contracts
Samples: Merger Agreement (Jw Childs Equity Partners L P), Merger Agreement (Central Tractor Farm & Country Inc)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS Each Evergreen Party is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and organization, has all requisite corporate power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted.
(b) ATS Each Evergreen Party has all requisite corporate power and corporate authority necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Exchange and the other Transactions; and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATSeach Evergreen Party. This Agreement has been duly executed and delivered by ATS each Evergreen Party and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions which any Evergreen Party becomes a party will, when executed and delivered by ATS will such Evergreen Party, constitute, legal, the legally valid and binding obligations obligation of ATSsuch Evergreen Party, enforceable against such Evergreen Party in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity.
(c) Except for matters which would have no material adverse effect on ATSas set forth in Section 3.1(c) of the Evergreen Disclosure Schedule, neither the execution and delivery by ATS each Evergreen Party of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation by ATS each Evergreen Party of the Exchange and the other Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATSeach Evergreen Party:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS any Evergreen Party or any Applicable Law on the part of ATSany Evergreen Party, or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of ATSEvergreen Material Agreement; or
(ii) will require ATS any Evergreen Party to make or obtain any Governmental Authorization, Governmental Filing or Private Authorization including without limitation Authorization, except for the FCC Consents, filings under the FCAXxxx-Xxxxx-Xxxxxx Act and Private Authorizations the failure of which to be obtained or maintained would not, individually or in the aggregate, have a Material Adverse Effect on Evergreen.
(d) Evergreen Parent does not have any direct or indirect Subsidiaries or other Affiliates which own or have any interest in any of the Evergreen Stations or any of the Evergreen Assets other than the other Evergreen Parties.
Appears in 2 contracts
Samples: Asset Exchange Agreement (Evergreen Media Corp), Asset Exchange Agreement (Ez Communications Inc /Va/)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS BEA is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and organization, has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted.
(b) ATS BEA has all requisite corporate power and corporate authority and has in full force and effect all Governmental Authorizations and Private Authorizations, except for those set forth in Section 3.1(b) of the BEA Disclosure Schedule or those the failure of which to obtain do not and will not have, individually or in the aggregate, any material adverse effect on BEA, necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions; and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATSeither of the BEA. This Agreement has been duly executed and delivered by ATS BEA and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions when executed and delivered by ATS BEA will constitute, legal, valid and binding obligations of ATSBEA, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity.
(c) Except as set forth in Section 3.1(c) of the BEA Disclosure Schedule, and except for matters which would have no material adverse effect on ATSthe BEA, neither the execution and delivery by ATS BEA of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation by ATS BEA of the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATSBEA:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS BEA or any Applicable Law on the part of ATSBEA, or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of BEA, other than those constituting BEA Nonassumed Obligations; provided, however, that BEA makes no representation and warranty that any Contractual Obligation which requires a consent to its assignment will not be breached if such consent is not obtained prior to the Closing and the rights of BEA thereunder are nevertheless assigned to ATS; or
(ii) will require ATS BEA to make or obtain any Governmental Authorization, Governmental Filing or Private Authorization including without limitation under the FCA.
(d) BEA has no Subsidiaries.
Appears in 2 contracts
Samples: Asset Purchase Agreement (American Radio Systems Corp /Ma/), Asset Purchase Agreement (American Tower Systems Corp)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS DBC is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and organization, has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted.
(b) ATS DBC has all requisite corporate power and corporate authority and has in full force and effect all Governmental Authorizations and Private Authorizations, except for those set forth in Section 3.1(b) of the DBC Disclosure Schedule or those the failure of which to obtain do not and will not have, individually or in the aggregate, any material adverse effect on DBC, necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions; and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATSeither of the DBC. This Agreement has been duly executed and delivered by ATS DBC and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions when executed and delivered by ATS DBC will constitute, legal, valid and binding obligations of ATSDBC, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity.
(c) Except as set forth in Section 3.1(c) of the DBC Disclosure Schedule, and except for matters which would have no material adverse effect on ATSthe DBC, neither the execution and delivery by ATS DBC of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation by ATS DBC of the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATSDBC:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS DBC or any Applicable Law on the part of ATSDBC, or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of DBC, other than those constituting DBC Nonassumed Obligations; provided, however, that DBC makes no representation and warranty that any Contractual Obligation which requires a consent to its assignment will not be breached if such consent is not obtained prior to the Closing and the rights of DBC thereunder are nevertheless assigned to ATS; or
(ii) will require ATS DBC to make or obtain any Governmental Authorization, Governmental Filing or Private Authorization including without limitation under the FCA.
(d) DBC has no Subsidiaries.
Appears in 2 contracts
Samples: Asset Purchase Agreement (American Radio Systems Corp /Ma/), Asset Purchase Agreement (American Tower Systems Corp)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS Diablo is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and organization, has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted.
(b) ATS Diablo has all requisite corporate power and corporate authority and has in full force and effect all Governmental Authorizations (which, for purposes of this Section 3.1(b), relate only to the sale of the Diablo Assets and Diablo Business generally and not to "site-specific" Governmental Authorizations or those required by local Applicable Law) and Private Authorizations, except for those set forth in Section 3.1(b) of the Diablo Disclosure Schedule or those the failure of which to obtain do not and will not have, individually or in the aggregate, any material adverse effect on ATS, necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions; and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATSDiablo. This Agreement has been duly executed and delivered by ATS Diablo and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions when executed and delivered by ATS Diablo will constitute, legal, valid and binding obligations of ATSDiablo, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity.
(c) Except as set forth in Section 3.1(c) of the Diablo Disclosure Schedule, and except for matters which would have no material adverse effect on ATS, neither the execution and delivery by ATS Diablo of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation by ATS Diablo of the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATSDiablo:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS Diablo or any Applicable Law (which, for purposes of this Section 3.1(c)(i), relates only to the sale of the Diablo Assets and the Diablo Business generally and not to local Applicable Law) on the part of ATSDiablo, or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of ATSDiablo, other than those constituting Diablo Nonassumed Obligations; or
(ii) will require ATS Diablo to make or obtain any Governmental Authorization, Governmental Filing (which, for purposes of this Section 3.1(c)(ii)), relate only to the sale of the Diablo Assets and Diablo Business generally and not to "site-specific" Governmental Authorizations or those required by local Applicable Law) or Private Authorization including without limitation under the FCA, except for filings under the Xxxx-Xxxxx-Xxxxxx Act.
(d) Diablo does not have any Subsidiaries except as set forth in Section 3.1(d) of the Diablo Disclosure Schedule.
Appears in 2 contracts
Samples: Asset Purchase Agreement (American Tower Systems Corp), Asset Purchase Agreement (American Tower Systems Corp)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted.
(b) ATS has all requisite corporate power and corporate authority necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions; and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATS. This Agreement has been duly executed and delivered by ATS and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions when executed and delivered by ATS will constitute, legal, valid and binding obligations of ATS, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity.
(c) Except for matters which would not have no any material adverse effect on ATS, neither the execution and delivery by ATS of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation by ATS of the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATS:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS or any Applicable Law on the part of ATS, or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of ATS; or
(ii) will require ATS to make or obtain any Governmental Authorization, Governmental Filing or Private Authorization including without limitation under the FCA, except for filings under the Xxxx- Xxxxx-Xxxxxx Act.
Appears in 2 contracts
Samples: Asset Purchase Agreement (American Tower Systems Corp), Asset Purchase Agreement (American Tower Systems Corp)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS The Company:
(i) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the State of incorporation and Delaware,
(ii) has all requisite power and corporate authority (corporate and other) to own or hold under lease its properties and to conduct its business, and, to the Company's knowledge, except as set forth in Section 3.1(a)(ii) to the Disclosure Schedule, has in full force and effect all Governmental Authorizations and Private Authorizations and has made all Governmental Filings, to the extent required for such ownership and lease of its property and conduct of its business, and
(iii) is, to the Company's knowledge, duly qualified and authorized to do business and is in good standing as now conducteda foreign corporation in each jurisdiction (a true and correct list of which is set forth in Section 3.1(a) of the Disclosure Schedule) in which the character of its property or the nature of its business or operations requires such qualification or authorization, except to the extent the failure to so qualify or to maintain such authorizations would not have an Adverse Effect.
(b) ATS The Company has all requisite corporate power and corporate authority necessary and has in full force and effect all Governmental Authorizations and Private Authorizations in order to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or and to consummate the Merger and the Transactions; , and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on (other than that of the part of ATSStockholders). This Agreement has been duly executed and delivered by ATS the Company and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions Merger and the Transactions, when executed and delivered by ATS the Company or an Affiliate of the Company will constitute, legal, valid and binding obligations of ATSthe Company or such Affiliate, enforceable in accordance with their respective terms, except as such enforceability may be limited by subject to bankruptcy, moratorium, insolvency insolvency, reorganization, arrangement, voidable preference, fraudulent conveyance and other similar laws relating to or affecting the rights and remedies of creditors and except as the obligations same may be subject to the effect of debtors generally and by general principles of equityequity (the "Enforceability Exceptions"). The affirmative vote or action by written consent of the holders of a majority of the outstanding Shares (which requisite vote has been obtained by the Principal Stockholder's execution and delivery of a written consent on the date hereof) is the only vote of the holders of any class or series of the capital stock of the Company necessary to approve this Agreement, the Merger and the Transactions under Applicable Law and the Company's Organic Documents. The provisions of Section 203 of the DGCL will not apply to this Agreement, the Merger or the Transactions.
(c) Except for matters which would have no material adverse effect on ATSas set forth in Section 3.1(c) of the Disclosure Schedule, neither the execution and delivery by ATS of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation by ATS of the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATSthe Company, any Company Subsidiary or the Principal Stockholder:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS or any Applicable Law on the part of ATS, the Company or any Company Subsidiary or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of ATS; orthe Company or any Company Subsidiary,
(ii) will result in or permit the creation or imposition of any Lien upon any property now owned or leased by the Company, any Company Subsidiary or any such other party, or
(iii) will require ATS to make or obtain any Governmental Authorization, Authorization or Governmental Filing or Private Authorization including without limitation Authorization, except for the certificate of merger and related filings under the FCADGCL in connection with the Merger and the Transactions and except pursuant to the HSR Act.
(d) The Company does not have any Subsidiaries other than those set forth on Section 3.1(d) of the Disclosure Schedule, each of which is directly or indirectly wholly owned, is a corporation which is duly organized, validly existing and in good standing under the laws of the respective state of incorporation set forth opposite its name on Section 3.1(d) of the Disclosure Schedule, and is duly qualified and in good standing as a foreign corporation in each other jurisdiction (as shown in Section 3.1(d) of the Disclosure Schedule) in which the character of its property or the nature of its business or operations requires such qualification or authorization (except to the extent the failure to so qualify would not, individually or in the aggregate, have an Adverse Effect on the Company), with full power and corporate authority to carry on the business in which it is engaged. To the Company's knowledge, except as set forth in Section 3.1(d) to the Disclosure Schedule, each Company Subsidiary has in full force and effect all Governmental Authorizations and Private Authorizations and has made all Governmental Filings, to the extent required for such ownership and lease of its property and conduct of its business. The Company owns, directly or indirectly through other Company Subsidiaries, all of the outstanding capital stock (as shown on Section 3.1(d) of the Disclosure Schedule) of each Company Subsidiary, free and clear of all Liens (except to the extent set forth in Section 3.1(d) of the Disclosure Schedule), and all such stock has been duly authorized and validly issued and is fully paid and nonassessable and was issued and sold in compliance with the Securities Act, the Exchange Act and applicable state securities laws. Except as set forth in Section 3.1(d) of the Disclosure Schedule, (i) there is neither outstanding nor has any Company Subsidiary agreed to grant or issue any shares of its capital stock or any Option Security or Convertible Security, and (ii) no Company Subsidiary is a party to and is not bound by any agreement, put or commitment pursuant to which it is obligated to purchase, redeem or otherwise acquire any shares of capital stock or any Option Security or Convertible Security.
Appears in 2 contracts
Samples: Merger Agreement (Iron Mountain Inc /De), Merger Agreement (Dauten Kent P)
Organization and Business; Power and Authority; Effect of Transaction. (a) Each of ATS and ATSI is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and organization, has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted.
(b) Each of ATS and ATSI has all requisite corporate power and authority (corporate authority and other) and has in full force and effect all Governmental Authorizations and Private Authorizations necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions; and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATSATS and ATSI. This Agreement has been duly executed and delivered by ATS and ATSI and constitutes, and each Collateral Document executed or required to be executed by it each of them pursuant hereto or thereto or to consummate the Transactions when executed and delivered by ATS and ATSI will constitute, legal, valid and binding obligations of ATSeach of ATS and ATSI, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity.
(c) Except for matters which would have no material adverse effect on ATSto the extent specifically described in the ATS Information Statement, neither the execution and delivery by ATS and ATSI of this Agreement or any Collateral Document executed or required to be executed by it each of them pursuant hereto or thereto, nor the consummation by ATS of the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATSATS and ATSI:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS or ATSI or any Applicable Law on the part of ATSLaw, or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of ATSATS or ATSI; or
(ii) will require ATS or ATSI to make or obtain any Governmental Authorization, Governmental Filing or Private Authorization including without limitation under the FCA, except as required by the Xxxx-Xxxxx-Xxxxxx Act or as contemplated by the Registration Rights Agreement.
Appears in 2 contracts
Samples: Merger Agreement (American Radio Systems Corp /Ma/), Merger Agreement (American Tower Systems Corp)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS OPM is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and organization, has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted.
(b) ATS OPM has all requisite corporate power and authority (corporate authority and other) and has in full force and effect all Governmental Authorizations and Private Authorizations necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions; and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATSOPM. This Agreement has been duly executed and delivered by ATS OPM and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions when executed and delivered by ATS OPM will constitute, legal, valid and binding obligations of ATSOPM, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity.
(c) Except for matters which would have no material adverse effect on ATSas set forth in Section 3.1(c) of the OPM Disclosure Schedule, neither the execution and delivery by ATS OPM of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation by ATS of the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATSOPM:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS OPM or any Applicable Law on the part of ATSLaw, or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of ATSOPM; or
(ii) will require ATS OPM to make or obtain any Governmental Authorization, Governmental Filing or Private Authorization including without limitation under the FCA.
(d) OPM does not have any Subsidiaries.
Appears in 2 contracts
Samples: Stock Purchase Agreement (American Tower Systems Corp), Stock Purchase Agreement (American Radio Systems Corp /Ma/)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted.
(b) ATS has all requisite corporate power and corporate authority necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions; and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATS. This Agreement has been duly executed and delivered by ATS and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions when executed and delivered by ATS will constitute, legal, valid and binding obligations of ATS, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity.
(c) Except for matters which would have no not material adverse effect on ATS, neither the execution and delivery by ATS of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation by ATS of the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATS:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS or any Applicable Law on the part of ATS, or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of ATS; or
(ii) will require ATS to make or obtain any Governmental Authorization, Governmental Filing or Private Authorization including without limitation under the FCA.
Appears in 2 contracts
Samples: Asset Purchase Agreement (American Radio Systems Corp /Ma/), Asset Purchase Agreement (American Tower Systems Corp)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS CSD is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and organization, has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted.
(b) ATS CSD has all requisite corporate power and corporate authority and has in full force and effect all Governmental Authorizations and Private Authorizations, except for those set forth in Section 3.1(b) of the CSD Disclosure Schedule or those the failure of which to obtain do not and will not have, individually or in the aggregate, any material adverse effect on CSD, necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions; and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATSCSD. This Agreement has been duly executed and delivered by ATS CSD and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions when executed and delivered by ATS CSD will constitute, legal, valid and binding obligations of ATSCSD, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity.
(c) Except as set forth in Section 3.1(c) of the CSD Disclosure Schedule, and except for matters which would have no material adverse effect on ATSCSD, neither the execution and delivery by ATS CSD of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation by ATS CSD of the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATSCSD:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS CSD or any Applicable Law on the part of ATSLaw, or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of ATSCSD, other than those constituting CSD Nonassumed Obligations; or
(ii) will require ATS CSD to make or obtain any Governmental Authorization, Governmental Filing or Private Authorization including without limitation under the FCA.
(d) CSD does not have any Subsidiaries.
Appears in 2 contracts
Samples: Asset Purchase Agreement (American Radio Systems Corp /Ma/), Asset Purchase Agreement (American Tower Systems Corp)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS Each of Mergeparty and Mergeparty Subsidiary is a corporation duly organizedincorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation organization and has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted and as presently proposed to be conducted. Each of Mergeparty and Mergeparty Subsidiary is duly qualified and in good standing as a foreign corporation in each other jurisdiction (as shown on Section 5.1(a) of the Mergeparty Disclosure Schedule) in which the character of the property owned or leased by it or the nature of its business or operations requires such qualification, with full power and authority (corporate and other) to carry on the business in which it is engaged, except in such jurisdictions where the failure to be so qualified and in good standing, individually or in the aggregate, is not reasonably likely to have a Material Adverse Effect on Mergeparty.
(b) ATS Each of Mergeparty and Mergeparty Subsidiary has all requisite corporate power and authority (corporate authority necessary and other) to enable it to execute execute, deliver and deliver, and to perform its obligations under, under this Agreement and each Collateral Document executed or required to be executed by it Mergeparty and/or Mergeparty Subsidiary pursuant hereto or thereto or to consummate the Transactions; Merger and the other transactions contemplated hereby and thereby, and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATSMergeparty and/or Mergeparty Subsidiary, and no other corporate proceedings on the part of Mergeparty and/or Mergeparty Subsidiary are necessary to authorize this Agreement or the transactions contemplated hereby or to consummate the Merger or the other transactions so contemplated. This Agreement has been duly executed and delivered by ATS each of Mergeparty and Mergeparty Subsidiary and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions Merger when executed and delivered by ATS Mergeparty and/or Mergeparty Subsidiary will constitute, legal, a valid and binding obligations obligation of ATSMergeparty and/or Mergeparty Subsidiary, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity. As of the date hereof, the Boards of Directors of each of Mergeparty and Mergeparty Subsidiary, at meetings duly called and held at which a quorum was present throughout, have unanimously approved the Merger and this Agreement. The Board of Directors of Mergeparty has, as the sole stockholder of Mergeparty Subsidiary, approved and adopted this Agreement and the Merger, and the transactions contemplated hereby.
(c) Except for matters which would have no material adverse effect on ATSAt the time of execution of this Agreement, neither Mergeparty and all of its Affiliates or "associates" (as defined in the execution Exchange Act) collectively beneficially own less than 5% of the outstanding shares of American Common Stock.
(d) The execution, delivery and delivery performance by ATS each of Mergeparty and/or Mergeparty Subsidiary of this Agreement or and any Collateral Document executed or required to be executed by it such party pursuant hereto or thereto, nor do not, and the consummation by ATS Mergeparty Subsidiary of the Transactions, nor Merger and the other transactions hereby and thereby and compliance with the terms, conditions and provisions hereof or thereof by ATSMergeparty and/or Mergeparty Subsidiary will not:
(i) will (A) conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS Mergeparty or Mergeparty Subsidiary or (B) any Applicable Law on the part of ATSapplicable to Mergeparty or Mergeparty Subsidiary, or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the termination, cancellation or acceleration of any obligation or liability in, or but for any requirement of the giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such termination, cancellation or acceleration inof, any Contractual Obligation Contract or Private Authorization of ATSMergeparty or Mergeparty Subsidiary, except, in the case of clause (B), for such conflicts, breaches, violations, terminations, cancellations or accelerations that would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on Mergeparty; or
(ii) will result in or permit the creation or imposition of any Lien upon any property now owned or leased by Mergeparty or Mergeparty Subsidiary except for such Liens that would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on Mergeparty or Mergeparty Subsidiary; or
(iii) require ATS to make or obtain any Governmental Authorization, Authorization or Governmental Filing or Private Authorization including without limitation except for (A) the FCC Consents, (B) filings under the FCAHart-Scott-Rodino Act, (C) the filing with the Commission of sucx xxxxxxs under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (D) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which American is qualified to do business and (E) such other Governmental Authorizations and Governmental Filings the failure of which to be made or obtained would, individually or in the aggregate, not be reasonably likely to have a Material Adverse Effect on American.
(e) Mergeparty Subsidiary was formed solely for the purpose of engaging in the transactions contemplated by this Agreement and has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (American Radio Systems Corp /Ma/)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS ATC is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and organization, has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conductedconducted and is duly qualified and in good standing as a foreign corporation in each other jurisdiction (as shown on Section 4.1(a) of the ATC Disclosure Schedule) in which the character of the property owned or leased by it or the nature of its business or operations requires such qualification, except for such qualifications the failure of which to obtain, individually or in the aggregate, would not have a Material Adverse Effect on ATC.
(b) ATS ATC has all requisite corporate power and authority (corporate authority and other) and has in full force and effect all Governmental Authorizations and Private Authorizations necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or and to consummate the TransactionsTransactions to which ATC is a party; and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATSATC, other than the approval of the stockholders of ATC, and no other corporate proceedings on the part of ATC are necessary to authorize this Agreement or the transactions contemplated hereby or to consummate the Merger or the other transactions so contemplated (other than, with respect to the Merger, the ATC Required Vote). This Agreement has been duly executed and delivered by ATS ATC and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions when executed and delivered by ATS ATC will constitute, legal, valid and binding obligations of ATSATC, enforceable in accordance with their respective terms, except as such enforceability may be limited by subject to bankruptcy, moratorium, insolvency insolvency, reorganization, arrangement, voidable preference, fraudulent conveyance and other similar laws relating to or affecting the rights and remedies of creditors and except as the obligations same may be subject to the effect of debtors generally and by general principles of equity. The provisions of Section 203 of the DCL will not apply to ATC by reason of this Agreement or the Merger. As of the date hereof, the Board of Directors of ATC, at a meeting duly called and held at which a quorum was present throughout, has approved the Merger and this Agreement, and has recommended that the ATC stockholders approve and adopt this Agreement and the transactions contemplated hereby, including without limitation the Merger and the ATC Voting Agreement and the acquisition by ATS of the "beneficial" ownership contemplated thereby.
(c) Except for matters which would have no material adverse effect on ATSas set forth in Section 4.1(c) of the ATC Disclosure Schedule, neither the execution and delivery by ATS ATC of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation by ATS of the TransactionsTransactions by ATC, nor compliance with the terms, conditions and provisions hereof or thereof by ATSATC:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS ATC or any Applicable Law on the part of ATSLaw, or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation Material Agreement of ATSATC; or
(ii) will require ATS ATC to make or obtain any Governmental Authorization, Governmental Filing or Private Authorization including without limitation under the FCA, except as required by the Xxxx-Xxxxx-Xxxxxx Act and other than any of the foregoing that have been obtained.
(d) Except as set forth in Section 4.1(d) of the ATC Disclosure Schedule, ATC does not have any Subsidiaries, each of which is (i) wholly-owned unless noted otherwise in Section 4.1(d) of the ATC Disclosure Schedule, (ii) a corporation which is duly organized, validly existing and in good standing under the laws of the respective state of incorporation set forth opposite its name on Section 4.1(d) of the ATC Disclosure Schedule, and (iii) duly qualified and in good standing as a foreign corporation in each other jurisdiction (as shown on Section 4.1(d) of the ATC Disclosure Schedule) in which the character of the property owned or leased by it or the nature of its business or operations requires such qualification, with full power and authority (corporate and other) to carry on the business in which it is engaged, except for such qualifications the failure of which to obtain, individually or in the aggregate, would not have a Material Adverse Effect on ATC. ATC owns, directly or indirectly, all of the outstanding capital stock and equity interests (as shown in Section 4.1(d) of the ATC Disclosure Schedule) of each Subsidiary, free and clear of all Liens (except for Permitted Liens or except as described in the notes to the ATC Financial Statements or set forth in Section 4.1(d) of the ATC Disclosure Schedule), and all such stock or other equity interests has been duly authorized and validly issued and is fully paid and nonassessable. There are no outstanding Option Securities or Convertible Securities, or agreements or understandings of any nature whatsoever, relating to the authorized and unissued or outstanding capital stock or equity interests of any Subsidiary of ATC.
Appears in 1 contract
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS UniSite is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and DCL, has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conductedconducted and is duly qualified and in good standing as a foreign corporation in each other jurisdiction (as shown on Section 4.1(a) of the UniSite Disclosure Schedule) in which the character of the property owned or leased by it or the nature of its business or operations requires such qualification, except for such qualifications the failure of which to obtain, individually or in the aggregate, have not had and will not have a material adverse effect on UniSite.
(b) ATS UniSite has all requisite corporate power and authority (corporate authority and other) necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or and to consummate the Transactions; and the execution, delivery and performance by UniSite of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATSUniSite, subject to the requisite approval of the stockholders of UniSite. The affirmative vote of the holders of shares representing a majority of the outstanding voting power of each of (i) the UniSite Class A Preferred Stock and the Class B Preferred Stock, voting as a single class, (ii) the UniSite Class C Preferred Stock, and (iii) the UniSite Common Stock is the only vote necessary to approve and adopt this Agreement and the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by ATS UniSite and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions when executed and delivered by ATS UniSite will constitute, legal, valid and binding obligations of ATSUniSite, enforceable in accordance with their respective terms, except as such enforceability may be limited by subject to bankruptcy, moratorium, insolvency insolvency, reorganization, arrangement, voidable preference, fraudulent conveyance and other similar laws Laws relating to or affecting the rights and remedies of creditors and except as the obligations same may be subject to the effect of debtors generally and by general principles of equity.
(c) Except for matters which would have no material adverse effect on ATSas set forth in Section 4.1(c) of the UniSite Disclosure Schedule, neither the execution and delivery by ATS UniSite of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation by ATS of the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATSUniSite:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS UniSite or any Applicable Law on the part of ATSLaw, or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of ATSUniSite; or
(ii) will require ATS UniSite to make or obtain any Governmental Authorization, Governmental Filing or Private Authorization including without limitation Authorization, except (A) filings under the FCAHart-Scott-Rodino Act, anx (X) xxx xxxxxx of the Certificate of Merger with the Delaware Secretary of State.
(d) Except as set forth in Section 4.1(d) of the UniSite Disclosure Schedule, UniSite does not have any Subsidiaries. Each such disclosed Subsidiary is (i) wholly-owned unless noted otherwise in Section 4.1(d) of the UniSite Disclosure Schedule, (ii) a corporation which is duly organized, validly existing and in good standing under the laws of the state of incorporation set forth opposite its name on Section 4.1(d) of the UniSite Disclosure Schedule, and (iii) duly qualified and in good standing as a foreign corporation in each other jurisdiction (as shown on Section 4.1(d) of the UniSite Disclosure Schedule) in which the character of the property owned or leased by it or the nature of its business or operations requires such qualification, with full power and authority (corporate and other) to carry on the business in which it is engaged, except for such qualifications the failure of which to obtain, individually or in the aggregate, would not have a material adverse effect on UniSite. UniSite owns, directly or indirectly, all of the outstanding capital stock and equity interests (as shown in Section 4.1(d) of the UniSite Disclosure Schedule) of each Subsidiary, free and clear of all Liens (except as described in the notes to the UniSite Financial Statements), and all such stock or other equity interests has been duly authorized and validly issued and is fully paid and nonassessable. Except as set forth in Section 4.1(d) of the UniSite Disclosure Schedule, there are no outstanding Option Securities or Convertible Securities, or agreements or understandings of any nature whatsoever, relating to the authorized and unissued or outstanding capital stock or equity interests of any Subsidiary of UniSite. No Subsidiary of UniSite owns any UniSite Preferred Stock, UniSite Common Stock or Convertible Security or Option Security of UniSite. Except as the context otherwise requires, the representations and warranties of UniSite set forth in this Article shall apply to each of its Subsidiaries with the same force and effect as though each of them were named in each Section hereof.
Appears in 1 contract
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS Parent is a corporation duly organized, validly existing and in good standing under the laws of its Florida. Merger Sub is a limited liability company duly organized, validly existing and in good standing under the laws of New York and is considered a disregarded entity for federal income tax purposes under Treasury Regulations Section 301.7701-3(b)(1)(ii). Parent and Merger Sub are duly qualified or licensed to do business, and are in good standing, in each jurisdiction where the character of incorporation the properties owned, leased or operated by their or the nature of their businesses makes such qualification or licensing necessary, except where the failure to be so qualified would not reasonably be expected to have a Dolphin Material Adverse Effect. Parent and has Merger Sub have all requisite right, power and authority to (corporate and othera) to own or hold under lease its properties and operate their properties, (b) conduct their businesses as presently conducted and (c) engage in and consummate the transactions contemplated hereby. Section 5.1 of the Disclosure Schedule contains a complete and accurate list of the jurisdiction of organization of Parent and any other jurisdictions in which Parent is qualified to conduct its business as now conducteddo business.
(b) ATS Each of Parent and Merger Sub has all requisite corporate right, power and corporate authority necessary to enable it to execute and deliver, deliver the Transaction Documents and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions; transactions contemplated thereby. The execution and delivery of the Transaction Documents by Parent and Merger Sub and the execution, delivery consummation by Parent and performance Merger Sub of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto the transactions contemplated thereby have been duly authorized by all requisite corporate or other action on the part of ATSaction. This Agreement has The Transaction Documents have been duly executed and delivered by ATS Parent and constitutesMerger Sub, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate constitute the Transactions when executed and delivered by ATS will constitute, legal, valid and binding obligations obligation of ATSParent and Merger Sub, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity.
(c) Except for matters which would have no material adverse effect on ATS, neither the The execution and delivery of the Transaction Documents by ATS of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or theretoParent and Merger Sub, nor the consummation by ATS Parent and Merger Sub of the Transactionstransactions contemplated thereby, nor and compliance by the Parent and Merger Sub with the termsprovisions hereof: (a) do not and will not violate or, conditions and provisions hereof or thereof by ATS:
(i) will if applicable, conflict withwith any provision of Law, or any provision of Parent’s or Merger Sub’s Organizational Documents; and (b) do not and will not, with or without the passage of time or the giving of notice, result in a the breach or violation of, or constitute a default default, cause the acceleration of performance or require any consent under, any Organic Document of ATS instrument or any Applicable Law on the part of ATS, agreement to which Parent or will conflict with, Merger Sub is a party or result in a breach by which Parent or violation of, Merger Sub or constitute a default under, their properties may be bound or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of ATS; or
(ii) will require ATS to make or obtain any Governmental Authorization, Governmental Filing or Private Authorization including without limitation under the FCAaffected.
Appears in 1 contract
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS American is a corporation duly organizedincorporated, validly existing and in good standing under the laws of its jurisdiction the State of incorporation Delaware and has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted and as presently proposed to be conducted. American is duly qualified and in good standing as a foreign corporation in each other jurisdiction (as shown on Section 4.1(a) of the American Disclosure Schedule) in which the character of the property owned or leased by it or the nature of its business or operations requires such qualification, with full power and authority (corporate and other) to carry on the business in which it is engaged, except in such jurisdictions where the failure to be so qualified or in good standing, individually or in the aggregate, is not reasonably likely to have a Material Adverse Effect on American.
(b) ATS Each of American and its Subsidiaries has all requisite corporate power and authority (corporate authority necessary and other) to enable it to execute execute, deliver and deliver, and to perform its obligations under, under this Agreement and each Collateral Document executed or required to be executed by it such party pursuant hereto or thereto or and to consummate the Transactions; Merger and the other transactions contemplated hereby and thereby, and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATSAmerican and its Subsidiaries, other than the approval of the American stockholders contemplated by Section 4.13 of this Agreement, and no other corporate proceedings on the part of American or any of its Subsidiaries are necessary to authorize this Agreement or the transactions contemplated hereby or to consummate the Merger or the other transactions so contemplated (other than, with respect to the Merger, the Required Vote). This Agreement has been duly executed and delivered by ATS American and constitutes, and each Collateral Document executed or required to be executed by it American and its Subsidiaries pursuant hereto or thereto or to consummate the Transactions Merger when executed and delivered by ATS American and its Subsidiaries, as applicable, will constitute, legal, a valid and binding obligations obligation of ATSAmerican and its Subsidiaries, as applicable, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity. The provisions of Section 203 of the DCL will not apply to this Agreement or the Merger. As of the date hereof, the Board of Directors of American, at a meeting duly called and held at which a quorum was present throughout, has approved the Merger and this Agreement, and has recommended that the American stockholders approve and adopt this Agreement and the transactions contemplated hereby, including without limitation the Merger.
(c) Except for matters which would have no material adverse effect on ATSThe execution, neither the execution delivery and delivery performance by ATS American and its Subsidiaries, as applicable, of this Agreement or and any Collateral Document executed or required to be executed by it such parties pursuant hereto or theretothereto do not, nor and the consummation by ATS American of the TransactionsMerger and the other transactions contemplated hereby and thereby, nor and compliance with the terms, conditions and provisions hereof or thereof by ATSsuch parties will not:
(iA) will Except as set forth in Section 4.1(c) of the American Disclosure Schedule, conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS American or any Applicable Law on the part of ATSits Subsidiaries, as applicable, or will (B) conflict with, or result in a breach or violation of, or constitute a default under, or permit the termination, cancellation or acceleration of any obligation or liability in, or but for any requirement of the giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such termination, cancellation or acceleration inof, any Contractual Obligation agreement, arrangement, contract, undertaking, understanding, Applicable Law or other obligation or Private Authorization of ATSAmerican or its Subsidiaries, as applicable, except, in the case of clause (B), for such conflicts, breaches, violations, terminations, cancellations, defaults or accelerations that would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on American; or
(ii) will result in or permit the creation or imposition of any Lien upon any property now owned or leased by American except for such Liens that would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on American; or
(iii) require ATS to make or obtain any Governmental Authorization, Authorization or Governmental Filing or Private Authorization including without limitation except for (A) the FCC Consents, (B) filings under the FCAHart-Scott-Rodino Act, (C) the filing with the Commission of (I) thx Xxxxxxation Statement and (II) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (D) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which American is qualified to do business and (E) such other Governmental Authorizations and Governmental Filings the failure of which to be made or obtained would not be individually or in the aggregate, reasonably likely to have a Material Adverse Effect on American.
(d) American does not have any direct or indirect Subsidiaries other than those set forth on Section 4.1(d) of the American Disclosure Schedule; each of such Subsidiaries is (i) wholly-owned unless noted otherwise in Section 4.1(d) of the American Disclosure Schedule, (ii) a corporation which is duly organized, validly existing and in good standing under the laws of the respective state of incorporation set forth opposite its name on Section 4.1(d) of the American Disclosure Schedule, and (iii) duly qualified and in good standing as a foreign corporation in each other jurisdiction (as shown on Section 4.1(d) of the American Disclosure Schedule) in which the character of the property owned or leased by it or the nature of its business or operations requires such qualification, with full power and authority (corporate and other) to carry on the business in which it is engaged, except where the failure to be so qualified or in good standing, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect on American. As of the date hereof, American owns, directly or indirectly, all of the outstanding capital stock and equity interests (as shown in Section 4.1(d) of the American Disclosure Schedule) of such Subsidiaries, free and clear of all Liens (except as set forth in the American Financial Statements or Section 4.1(d) of the American Disclosure Schedule), and all such stock has been duly authorized and validly issued and is fully paid and nonassessable. There are no outstanding Option Securities or Convertible Securities, or agreements or understandings of any nature whatsoever, relating to the authorized and unissued or outstanding capital stock of such Subsidiaries (except as set forth in the American Financial Statements or Section 4.1(d) of the American Disclosure Schedule).
Appears in 1 contract
Samples: Merger Agreement (American Radio Systems Corp /Ma/)
Organization and Business; Power and Authority; Effect of Transaction. (a1) ATS Target is a corporation duly organized, validly existing and in good standing under the laws Laws of its jurisdiction of incorporation and organization, has all requisite corporate power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conductedconducted and is duly qualified and in good standing as a foreign corporation in each other jurisdiction (as shown on Section 4.1(a) of the Target Disclosure Schedule) in which the character of the property owned or leased by it or the nature of its business or operations requires such qualification, except for such qualifications the failure of which to obtain, individually or in the aggregate, has not had and will not reasonably be expected to have a Material Adverse Effect on Target or the Target Assets.
(b2) ATS Target has all requisite corporate power and corporate authority necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or and to consummate the Transactions; and the execution, delivery and performance by Target of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other and stockholder action on the part of ATSTarget. This Agreement has been duly executed and delivered by ATS Target and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions when executed and delivered by ATS Target will constitute, legal, valid and binding obligations of ATSTarget, enforceable in accordance with their respective terms, except as such enforceability may be limited by subject to bankruptcy, moratorium, insolvency insolvency, reorganization, arrangement, voidable preference, fraudulent conveyance and other similar laws Laws relating to or affecting the rights and remedies of creditors and except as the obligations same may be subject to the effect of debtors generally and by general principles of equity.
(c3) Except for matters which would have no material adverse effect on ATSas set forth in Section 4.1(c) of the Target Disclosure Schedule, neither the execution and delivery by ATS Target of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation by ATS of the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATSTarget:
(i1) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS Target or any Applicable Law on the part of ATSLaw, or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of ATSTarget; or
(ii2) will require ATS Target to make or obtain any Governmental Authorization, Governmental Filing or Private Authorization including without limitation Authorization, except (A) a filing under the FCAXxxx-Xxxxx-Xxxxxx Act and (B) such other Governmental Authorizations, Governmental Filings, and Private Authorizations the failure of which to be made or obtained would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Target or the Target Assets.
(4) Target does not have any Subsidiaries.
Appears in 1 contract
Samples: Asset Purchase Agreement (Dobson Communications Corp)
Organization and Business; Power and Authority; Effect of Transaction. (a1) ATS ATC is a corporation and ATLP is a limited partnership, and each is duly organized, validly existing and in good standing under the laws Laws of its jurisdiction of incorporation and organization, has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conductedconducted and is duly qualified and in good standing as a foreign corporation or foreign limited partnership, as the case may be, in each other jurisdiction in which the character of the property owned or leased by it or the nature of its business or operations requires such qualification, except for such qualifications the failure of which to obtain, individually or in the aggregate, have not had and will not reasonably be expected to have a material adverse effect on ATC.
(b2) ATS Each of ATC and ATLP has all requisite corporate power and authority (corporate authority and other) and has in full force and effect all Governmental Authorizations and Private Authorizations necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or and to consummate the Transactions; and the execution, delivery and performance by ATC and ATLP of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATSATC or ATLP, as the case may be. This Agreement has been duly executed and delivered by ATS ATC and ATLP and constitutes, and each Collateral Document executed or required to be executed by it each of them pursuant hereto or thereto or to consummate the Transactions when executed and delivered by ATS ATC or ATLP, as the case may be, will constitute, legal, valid and binding obligations of ATSeach of ATC and ATLP, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws Laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity.
(c3) Except for matters which would have no material adverse effect on ATS, neither Neither the execution and delivery by ATS ATC or ATLP of this Agreement or any Collateral Document executed or required to be executed by it them pursuant hereto or thereto, nor the consummation by ATS of the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATSATC or ATLP:
(i1) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS ATC or ATLP or any Applicable Law on the part of ATSLaw, or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of ATSATC or ATLP; or
(ii2) will require ATS ATC or ATLP to make or obtain any Governmental Authorization, Governmental Filing or Private Authorization including without limitation Authorization, except (A) filings under the FCAXxxx-Xxxxx-Xxxxxx Act, (B) for FCC or FAA approvals, (C) the filing with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, and (D) such other Governmental Authorizations, Governmental Filings, and Private Authorizations the failure of which to be made or obtained would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on ATC.
Appears in 1 contract
Samples: Asset Purchase Agreement (Dobson Communications Corp)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS The Company:
(i) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the State of incorporation and Delaware,
(ii) has all requisite power and corporate authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted and as presently proposed to be conducted, and, to the Company's knowledge, except as set forth in Section 3.1(a)(ii) to the Disclosure Schedule, has in full force and effect all Governmental Authorizations and Private Authorizations and has made all Governmental Filings, to the extent required for such ownership and lease of its property and conduct of its business, and
(iii) is, to the Company's knowledge, duly qualified and authorized to do business and is in good standing as a foreign corporation in each jurisdiction (a true and correct list of which is set forth in Section 3.1(a) of the Disclosure Schedule) in which the character of its property or the nature of its business or operations requires such qualification or authorization, except to the extent the failure to so qualify or to maintain such authorizations would not have an Adverse Effect.
(b) ATS The Company has all requisite corporate power and corporate authority necessary and has in full force and effect all Governmental Authorizations and Private Authorizations in order to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or and to consummate the Merger and the Transactions; , and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on (other than that of the part of ATSStockholders). This Agreement has been duly executed and delivered by ATS and the Company and, subject to the affirmative vote of the Stockholders referred to below, constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions Merger and the Transactions, when executed and delivered by ATS the Company or an Affiliate of the Company will constitute, legal, valid and binding obligations of ATSthe Company or such Affiliate, enforceable in accordance with their respective terms, except as such enforceability may be limited by subject to bankruptcy, moratorium, insolvency insolvency, reorganization, arrangement, voidable preference, fraudulent conveyance and other similar laws relating to or affecting the rights and remedies of creditors and except as the obligations same may be subject to the effect of debtors generally and by general principles of equityequity (the "Enforceability Exceptions"). The affirmative vote or action by written consent of the holders of a majority of the outstanding Shares is the only vote of the holders of any class or series of the capital stock of the Company necessary to approve this Agreement, the Merger and the Transactions under Applicable Law and the Company's Organic Documents. The provisions of Section 203 of the DGCL will not apply to this Agreement, the Merger or the Transactions.
(c) Except for matters which would have no material adverse effect on ATSas set forth in Section 3.1(c) of the Disclosure Schedule, neither the execution and delivery by ATS of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation by ATS of the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATSthe Company or any of the other parties hereto or thereto which is Affiliated with the Company:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS or any Applicable Law on the part of ATS, the Company or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of ATS; orthe Company,
(ii) will result in or permit the creation or imposition of any Lien upon any property now owned or leased by the Company or any such other party, or
(iii) will require ATS to make or obtain any Governmental Authorization, Authorization or Governmental Filing or Private Authorization including without limitation Authorization, except for the certificate of merger and related filings under the FCADGCL in connection with the Merger and the Transactions and except pursuant to the HSR Act.
(d) The Company does not have any Subsidiaries.
Appears in 1 contract
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS Each of the Company and its Subsidiaries:
(i) is a corporation duly organized, validly existing and in good standing under the laws of its the jurisdiction of incorporation and its incorporation;
(ii) has all requisite corporate power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conductedconducted and has in full force and effect all Governmental Authorizations and Private Authorizations and has made all Governmental Filings, to the extent required for such ownership and lease of its property and conduct of its business, except to the extent that the failure to have obtained any such Governmental Authorization or Private Authorization or to have made any such Governmental Filing would not have an Adverse Effect; and
(iii) has duly qualified and is authorized to do business and is in good standing as a foreign corporation in each jurisdiction (a true and correct list of which is set forth in Section 3.1(a)(iii) of the Company Disclosure Schedule) in which the character of its property or the nature of its business or operations requires such qualification or authorization, except to the extent the failure to qualify or to maintain such authorizations would not have an Adverse Effect.
(b) ATS Each of the Company and its Subsidiaries has all requisite corporate power and authority (corporate authority necessary and other) and, other than the filing and termination of the waiting period pursuant to the HSR Act and the requisite approval of the Company's stockholders, has in full force and effect all Governmental Authorizations and Private Authorizations in order to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or and to consummate the Merger and the Transactions; , and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on (other than that of the part of ATSCompany's stockholders). This Agreement has been duly executed and delivered by ATS the Company and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions Merger and the Transactions, when executed and delivered by ATS the Company will constitute, legal, valid and binding obligations of ATSthe Company, enforceable in accordance with their respective terms, except as such enforceability may be limited by subject to bankruptcy, moratorium, insolvency and insolvency, reorganization, arrangement, voidable preference, fraudulent conveyance or other similar laws relating to or affecting the rights and remedies of creditors creditors, and except as the obligations same may be subject to the effect of debtors generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). Approval by the affirmative vote of a majority of the outstanding shares of Company Voting Common Stock entitled to vote is the only action by the holders of any class or series of the capital stock of the Company necessary to approve this Agreement and the Merger under Applicable Law and the Company's Organic Documents. No action by the holders of any class or series of the capital stock of the Company is required to approve the Transactions under Applicable Law or the Company's Organic Documents.
(c) Except for matters which would have no material adverse effect on ATSas set forth in Section 3.1(c) of the Company Disclosure Schedule, neither the execution and delivery by ATS of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation by ATS of the Merger or the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATSthe Company or any of the other parties hereto or thereto which is Affiliated with the Company:
(i) will materially conflict with, or result in a material breach or violation of, or constitute a material default under, any Organic Document of ATS or any Applicable Law on the part of ATS, the Company or any Subsidiary or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any material Contractual Obligation of ATS; orthe Company or any Subsidiary,
(ii) will result in or permit the creation or imposition of any Lien upon any property now owned or leased by the Company or any Subsidiary or any such other party, other than any Lien which is not material in relation to the property it encumbers, or
(iii) will require ATS to make any material Governmental Authorization or obtain any Governmental Authorization, Governmental Filing or Private Authorization including without limitation Authorization, except for the approval of the Company's stockholders, filing requirements under Applicable Law in connection with the FCAMerger and the Transactions and filing and waiting period requirements pursuant to the HSR Act.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Quality Stores Inc)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS American (i) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation incorporation; and (ii) has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted and as presently proposed to be conducted.
(b) ATS American has all requisite corporate power and authority (corporate authority necessary and other), and has in full force and effect all Governmental Authorizations and Private Authorizations in order to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or and to consummate the TransactionsMerger; and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto by American have been duly authorized by all requisite corporate or other action on the part of ATSAmerican. No action or approval on the part of the American stockholders is required in connection with the execution, delivery and performance of this Agreement or any Collateral Document or the consummation of the Merger. This Agreement has been duly executed and delivered by ATS American and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto by American or to consummate the Transactions Merger, when executed and delivered by ATS American, will constitute, legal, valid and binding obligations of ATS, American enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity.
(c) Except for matters which would have no material adverse effect on ATS, neither Neither the execution and delivery by ATS of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation by ATS of the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATSAmerican:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS or any Applicable Law on the part of ATS, American or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of ATSAmerican; or
(ii) will require ATS American to make or obtain any Governmental Authorization, Governmental Filing or Private Authorization including without limitation Authorization, except for the filing requirements under Applicable Law in connection with the FCAMerger.
Appears in 1 contract
Samples: Merger Agreement (American Radio Systems Corp /Ma/)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS American (i) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and incorporation; (ii) has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted and as presently proposed to be conducted; and (iii) has duly qualified and is authorized to do business and is in good standing as a foreign corporation in each jurisdiction in which the character of its property or the nature of its business or operations requires such qualification or authorization, and in which the failure to be so qualified would have a Material Adverse Effect on American.
(b) ATS American has all requisite corporate power and authority (corporate authority necessary and other), and has in full force and effect all Governmental Authorizations (other than those referred to in Section 5.2(c)(iii)) and Private Authorizations in order to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Merger and the Transactions; and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATSAmerican. No action or approval on the part of the American stockholders is required in connection with the execution, delivery and performance of this Agreement or any Collateral Document or the consummation of the Merger and the Transactions. This Agreement has been duly executed and delivered by ATS American and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions Merger and the Transactions, when executed and delivered by ATS American, will constitute, legal, valid and binding obligations of ATS, American enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity.
(c) Except for matters which would have no material adverse effect on ATSas set forth in Section 5.1(c) of the American Disclosure Schedule, neither the execution and delivery by ATS of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation by ATS of the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATSAmerican:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS or any Applicable Law on the part of ATS, American or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of ATSAmerican, except for such conflicts, breaches, violations, defaults or permitted accelerations as would not, individually or in the aggregate, have an Adverse Effect on the American; or
(ii) will require ATS American to make or obtain any Governmental Authorization, Governmental Filing or Private Authorization including without limitation Authorization, except for (x) the FCC Consents, filings under the FCAHart-Scott-Rodino Act and Xxxxxxx Authorizations and (y) other filing requirements under Applicable Law in connection with the Merger and the Transactions the failure of which to be obtained or maintained would not, individually or in the aggregate, have an Adverse Effect on American.
Appears in 1 contract
Samples: Merger Agreement (American Radio Systems Corp /Ma/)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS Target is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and organization, has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conductedconducted and is duly qualified and in good standing as a foreign corporation in each other jurisdiction (as shown on Section 4.1(a) of the Target Disclosure Schedule) in which the character of the property owned or leased by it or the nature of its business or operations requires such qualification, except for such qualifications the failure of which to obtain, individually or in the aggregate, would not have a Material Adverse Effect on Target.
(b) ATS Target has all requisite corporate power and authority (corporate authority and other) necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or and to consummate the Transactions; and the execution, delivery and performance by Target of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATSTarget, subject to the requisite approval of the stockholders of Target. The affirmative vote of the holders of shares of Target Common Stock representing a majority of the outstanding voting power of Target Common Stock is the only vote necessary to approve and adopt this Agreement and the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by ATS Target and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions when executed and delivered by ATS Target will constitute, legal, valid and binding obligations of ATSTarget, enforceable in accordance with their respective terms, except as such enforceability may be limited by subject to bankruptcy, moratorium, insolvency insolvency, reorganization, arrangement, voidable preference, fraudulent conveyance and other similar laws Laws relating to or affecting the rights and remedies of creditors and except as the obligations same may be subject to the effect of debtors generally and by general principles of equity. The provisions of Section 203 of the DCL will not apply to ATC by reason of this Agreement or the Merger. The Board of Directors of Target, at a meeting duly called and held at which a quorum was present throughout, has approved the Merger and this Agreement, and has recommended that the Target stockholders approve and adopt this Agreement and the transactions contemplated hereby, including without limitation the Merger and the acquisition by ATC of the "beneficial" ownership contemplated thereby.
(c) Except for matters which would have no material adverse effect on ATSto the extent necessary under the Target Credit Agreements or as set forth in Section 4.1(c) of the Target Disclosure Schedule, neither the execution and delivery by ATS Target of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation by ATS of the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATSTarget:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS Target or any material Applicable Law on the part of ATSLaw, or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation Material Agreement of ATSTarget; or
(ii) will require ATS Target to make or obtain any Governmental Authorization, Governmental Filing or Private Authorization including without limitation Authorization, except (A) filings under the FCAXxxx-Xxxxx-Xxxxxx Act, (B) for FCC approvals, (C) the filing with the SEC of (I) the Target Proxy Statement and (II) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (D) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which Target is qualified to do business, and (E) such other Governmental Authorizations, Governmental Filings and Private Authorizations the failure of which to be made or obtained would not, individually or in the aggregate, have a Material Adverse Effect on Target.
(d) Except as set forth in Section 4.1(d) of the Target Disclosure Schedule, Target does not have any Subsidiaries, each of which, unless noted otherwise in Section 4.1(d) of the Target Disclosure Schedule, is (i) wholly- owned, (ii) a corporation duly organized, validly existing and in good standing under the laws of the respective state of incorporation set forth opposite its name on Section 4.1(d) of the Target Disclosure Schedule, and (iii) duly qualified and in good standing as a foreign corporation in each other jurisdiction (as shown on Section 4.1(d) of the Target Disclosure Schedule) in which the character of the property owned or leased by it or the nature of its business or operations requires such qualification, with full power and authority (corporate and other) to carry on the business in which it is engaged, except for such qualifications the failure of which to obtain, individually or in the aggregate, would not have a Material Adverse Effect on Target. Target owns, directly or indirectly, all of the outstanding capital stock and equity interests (as shown in Section 4.1(d) of the Target Disclosure Schedule) of each Subsidiary, free and clear of all Liens (except under the Target Credit Agreements and as described in the notes to the Target Financial Statements), and all such stock or other equity interests have been duly authorized and validly issued and are fully paid and nonassessable. There are no outstanding Option Securities or Convertible Securities, or agreements or understandings of any nature whatsoever, relating to the authorized and unissued or outstanding capital stock or equity interests of any Subsidiary of Target. Except as the context otherwise requires, the representations and warranties of Target set forth in this Article shall apply to each of such Subsidiaries with the same force and effect as though each of them were named in each Section of this Article.
Appears in 1 contract
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS Each SFX Party is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and organization, has all requisite corporate power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted.
(b) ATS Each SFX Party has all requisite corporate power and corporate authority necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions; and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATSeach SFX Party. This Agreement has been duly executed and delivered by ATS each SFX Party and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions which any SFX Party becomes a party will, when executed and delivered by ATS will such SFX Party, constitute, legal, the legally valid and binding obligations obligation of ATSsuch SFX Party, enforceable against such SFX Party in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity.
(c) Except for matters which would have no material adverse effect on ATSas set forth in Section 3.1(c) of the SFX Disclosure Schedule, neither the execution and delivery by ATS each SFX Party of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation by ATS each SFX Party of the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATSeach SFX Party:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS any SFX Party or any Applicable Law on the part of ATSany SFX Party, or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of ATSSFX Material Agreement; or
(ii) will require ATS any SFX Party to make or obtain any Governmental Authorization, Governmental Filing or Private Authorization including without limitation Authorization, except for the FCC Consents, filings under the FCAHart-Scott-Rodino Act and Private Authorizations the failure of whxxx xx xe obtained or maintained would not, individually or in the aggregate, have a Material Adverse Effect on SFX.
(d) SFX does not have any direct or indirect Subsidiaries or other Affiliates which own or have any interest in the Future SFX Station or any of the Future SFX Assets other than the other SFX Parties.
Appears in 1 contract
Samples: Asset Exchange Agreement (American Radio Systems Corp /Ma/)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS Each American Party is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and organization, has all requisite corporate power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted.
(b) ATS Each American Party has all requisite corporate power and corporate authority necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Exchange and the other Transactions; and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATSeach American Party. This Agreement has been duly executed and delivered by ATS each American Party and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Exchange and the other Transactions will, when executed and delivered by ATS will such American Party, constitute, the legal, valid and binding obligations obligation of ATSsuch American Party, enforceable against such American Party in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity.
(c) Except for matters which would have no material adverse effect on ATSas set forth in Section 4.1(c) of the American Disclosure Schedule, neither the execution and delivery by ATS any American Party of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation by ATS each American Party of the Exchange and the other Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATSeach American Party:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS any American Party or any Applicable Law on the part of ATSany American Party, or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of ATSAmerican Material Agreement; or
(ii) will require ATS any American Party to make or obtain any Governmental Authorization, Governmental Filing or Private Authorization including without limitation Authorization, except for the FCC Consents and filings under the FCAHart-Scott-Rodino Act and Private Authorizations, the failure of whixx xx xx obtained or maintained would not, individually or in the aggregate, have an adverse effect on American.
(d) American does not have any direct or indirect Subsidiaries which own or have any interest in or are a party to any agreement, arrangement or understanding relating to either of the American Stations or any of the American Assets other than American License. To the extent that any direct or indirect Subsidiaries or other Affiliates of any American Party (other than those which are parties to this Agreement) has any interest in or are a party to any agreement, arrangement or understanding relating to either of the American Stations or any of the American Assets, the American Parties shall cause such other direct or indirect Subsidiaries or other Affiliates to convey such interest to the American Parties as part of the American Assets and will cause any such nonassumed agreement, arrangement or understanding to be terminated or otherwise amended prior to the Closing to the extent necessary to avoid any Lien or Claim against any of the American Assets or either of the American Stations or any transferee liability against any of the EXCL Parties with respect thereto.
Appears in 1 contract
Samples: Asset Exchange Agreement (American Radio Systems Corp /Ma/)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted.
(b) ATS has all requisite corporate power and corporate authority necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions; and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATS. This Agreement has been duly executed and delivered by ATS and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions when executed and delivered by ATS will constitute, legal, valid and binding obligations of ATS, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity.
(c) Except for matters which would have no not material adverse effect on ATS, as of the Closing Date, neither the execution and delivery by ATS of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation by ATS of the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATS:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS or any Applicable Law on the part of ATS, or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of ATS; or
(ii) will require ATS to make or obtain any Governmental Authorization, Governmental Filing or Private Authorization including without limitation under the FCA, except for filings under the Hart-Scott-Rodino Act.
Appears in 1 contract
Samples: Stock Purchase Agreement (American Radio Systems Corp /Ma/)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS TCT is a corporation limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and organization, has all requisite power and authority (corporate limited liability company and other) to own or hold under lease its properties and to conduct its business as now conductedconducted and is duly qualified and in good standing as a foreign limited liability company in each other jurisdiction (as shown on Section 4.1(a) of the TCT Disclosure Schedule) in which the character of the property owned or leased by it or the nature of its business or operations requires such qualification, except for such qualifications the failure of which to obtain, individually or in the aggregate, would not have a material adverse effect on TCT.
(b) ATS TCT has all requisite corporate power and corporate authority (limited liability company and other) necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or and to consummate the Transactions; and the execution, delivery and performance by TCT of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate limited liability company or other action on the part of ATSTCT, including without limitation the requisite approval of the TCT Members, if any. The affirmative vote of the holders of TCT Units representing a majority of the outstanding voting power of all TCT Units is sufficient to approve and adopt this Agreement and the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by ATS TCT and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions when executed and delivered by ATS TCT will constitute, legal, valid and binding obligations of ATSTCT, enforceable in accordance with their respective terms, except as such enforceability may be limited by subject to bankruptcy, moratorium, insolvency insolvency, reorganization, arrangement, voidable preference, fraudulent conveyance and other similar laws Laws relating to or affecting the rights and remedies of creditors and except as the obligations same may be subject to the effect of debtors generally and by general principles of equity.
(c) Except for matters which would have no material adverse effect on ATSas set forth in Section 4.1(c) of the TCT Disclosure Schedule, neither the execution and delivery by ATS TCT of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation by ATS of the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATSTCT:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS TCT or any Applicable Law on the part of ATSLaw, or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation Material Agreement of ATSTCT; or
(ii) will require ATS TCT to make or obtain any Governmental Authorization, Governmental Filing or Private Authorization including without limitation Authorization, except (A) filings under the FCAXxxx-Xxxxx-Xxxxxx Act, (B) for FCC approvals, and (C) the filing of the Certificate of Merger with the Delaware Secretary of State.
(d) Except as set forth in Section 4.1(d) of the TCT Disclosure Schedule, TCT does not have any Subsidiaries, and each such disclosed Subsidiary is (i) wholly-owned unless noted otherwise in Section 4.1(d) of the TCT Disclosure Schedule, (ii) a corporation or other Entity which is duly organized, validly existing and in good standing under the laws of the respective state of incorporation or formation set forth opposite its name on Section 4.1(d) of the TCT Disclosure Schedule, and (iii) duly qualified and in good standing as a foreign corporation or Entity in each other jurisdiction (as shown on Section 4.1(d) of the TCT Disclosure Schedule) in which the character of the property owned or leased by it or the nature of its business or operations requires such qualification, with full power and authority (corporate, partnership, limited liability company and other) to carry on the business in which it is engaged, except for such qualifications the failure of which to obtain, individually or in the aggregate, would not have a material adverse effect on TCT. TCT owns, directly or indirectly, all of the outstanding capital stock or equity interests (as shown in Section 4.1(d) of the TCT Disclosure Schedule) of each Subsidiary, free and clear of all Liens (except for restrictions on transfer of partnership interests set forth in partnership agreements, as listed on Section 4.1(d) of the TCT Disclosure Schedule, and as described in the notes to the TCT Financial Statements), and all such stock or other equity interests has been duly authorized and validly issued and is fully paid and nonassessable. Except as set forth in Section 4.1(d) of the TCT Disclosure Schedule, there are no outstanding Option Securities or Convertible Securities, or agreements or understandings of any nature whatsoever, relating to the authorized and unissued or outstanding capital stock or equity interests of any Subsidiary of TCT. Except as the context otherwise requires, the representations and warranties of TCT set forth in this Article shall apply to each of such Subsidiaries with the same force and effect as though each of them were named in each Section of this Article.
Appears in 1 contract
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS Purchaser is a corporation Delaware limited liability company duly organizedformed, validly existing and in good standing under the laws Laws of its jurisdiction the State of incorporation Delaware and has all the requisite limited liability company power and authority (corporate to own, lease and other) to own or hold under lease its properties and to conduct operate its business as now currently conducted.
(b) ATS Purchaser has all requisite corporate limited liability company power and corporate authority necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by which it pursuant hereto or thereto or is a party and to consummate the Transactions; transactions contemplated hereby and thereby, and the execution, delivery and performance by Purchaser of this Agreement and each Collateral Document executed or required to be executed by which it pursuant hereto or thereto is a party have been duly authorized by all requisite corporate or other limited liability company action on the part of ATSPurchaser. This Agreement has been duly executed and delivered by ATS Purchaser and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or that is required to consummate the Transactions transactions contemplated hereby and thereby when executed and delivered by ATS Purchaser will constitute, a legal, valid and binding obligations obligation of ATSPurchaser, enforceable against Purchaser in accordance with their its respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity.
(c) Except for matters which would have no material adverse effect on ATSNeither the execution, neither the execution delivery and delivery performance by ATS Purchaser of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or theretowhich Purchaser is a party, nor the consummation by ATS of the TransactionsPurchase and the other transactions contemplated hereby and thereby, nor or compliance with the terms, conditions and provisions hereof or thereof by ATS:
thereof, (i) will conflict with, or with the giving notice or passage of time, would result in a breach or violation of, of or constitute a default under, under (A) any Organic Organizational Document of ATS Purchaser or (B) any Applicable Law on the part of ATS, or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of ATS; or
(ii) will require ATS Purchaser to make or obtain any Governmental AuthorizationAuthorization or make any filing with any Authority, Governmental Filing or Private Authorization including without limitation under the FCAother than filings with Authorities relating to notifications of changes in ownership.
Appears in 1 contract
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS Meridian is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and organization, has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted.
(b) ATS Meridian has all requisite corporate power and corporate authority and has in full force and effect all Governmental Authorizations (which, for purposes of this Section 3.1(b), relate only to the sale of the Meridian Assets and Meridian Business generally and not to "site-specific" Governmental Authorizations or those required by local Applicable Law) and Private Authorizations, except for those set forth in Section 3.1(b) of the Meridian Disclosure Schedule or those the failure of which to obtain do not and will not have, individually or in the aggregate, any Material Adverse Effect on ATS, necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions; and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATSMeridian. This Agreement has been duly executed and delivered by ATS Meridian and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions when executed and delivered by ATS Meridian will constitute, legal, valid and binding obligations of ATSMeridian, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity.
(c) Except as set forth in Section 3.1(c) of the Meridian Disclosure Schedule, and except for matters which would have no material adverse effect Material Adverse Effect on ATS, neither the execution and delivery by ATS Meridian of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation by ATS Meridian of the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATSMeridian:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS Meridian or any Applicable Law (which, for purposes of this Section 3.1(c)(i), relates only to the sale of the Meridian Assets and the Meridian Business generally and not to local Applicable Law) on the part of ATSMeridian, or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of ATSMeridian, other than those constituting Meridian Nonassumed Obligations; or
(ii) will require ATS Meridian to make or obtain any Governmental AuthorizationAuthorization or Filings (which, Governmental Filing for purposes of this Section 3.1(c)(ii), relates only to the sale of the Meridian Assets and the Meridian Business generally and not to "site-specific" authorizations or those required by local Applicable Law) or Private Authorization including without limitation under the FCA, except for filings under the Xxxx-Xxxxx-Xxxxxx Act.
(d) Meridian does not have any Subsidiaries, except as set forth in Section 3.1(d) of the Meridian Disclosure Schedule.
Appears in 1 contract
Samples: Asset Purchase Agreement (American Tower Systems Corp)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS Purchaser is a corporation limited liability company duly organized, validly existing and in good standing under the laws Laws of its jurisdiction of incorporation and has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conductedDelaware.
(b) ATS Purchaser has all requisite corporate organizational power and corporate authority necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or and to consummate the TransactionsPurchase and other transactions contemplated hereby and thereby; and the execution, delivery and performance by Purchaser of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate organizational action or other similar action on the part of ATSPurchaser. This Agreement has been duly executed and delivered by ATS Purchaser and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions Purchase and the other transactions contemplated hereby and thereby when executed and delivered by ATS Purchaser will constitute, a legal, valid and binding obligations obligation of ATSPurchaser, enforceable against Purchaser in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity.
(c) Except for matters which would have no material adverse effect on ATSNeither the execution, neither the execution delivery and delivery performance by ATS Purchaser of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or theretoDocument, nor the consummation by ATS of the TransactionsPurchase and the other transactions contemplated hereby and thereby, nor or compliance with the terms, conditions and provisions hereof or thereof by ATS:
Purchaser, (i) will conflict with, or but for any requirement of giving notice or passage of time or both could result in a breach or violation of, or constitute a default under, any Organic Document of ATS or any Applicable Law on the part of ATS, or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability inthe termination of any rights under (A) any Organizational Document of Purchaser, (B) any Applicable Law or but for (C) any requirement of giving the terms of notice any contract, agreement, license, lease, indenture, mortgage, loan agreement, note or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of ATS; or
other instrument to which Purchaser may be bound and (ii) will not require ATS Purchaser to make or obtain any Governmental AuthorizationAuthorization or make any filing with any Authority, Governmental Filing or Private Authorization including without limitation under the FCAother than filings with Authorities relating to notifications of changes in ownership.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Global Signal Inc)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS Each of Mergeparty and Mergeparty Subsidiary is a corporation duly organizedincorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation organization and has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted and as presently proposed to be conducted. Each of Mergeparty and Mergeparty Subsidiary is duly qualified and in good standing as a foreign corporation in each other jurisdiction (as shown on Section 5.1(a) of the Mergeparty Disclosure Schedule) in which the character of the property owned or leased by it or the nature of its business or operations requires such qualification, with full power and authority (corporate and other) to carry on the business in which it is engaged, except in such jurisdictions where the failure to be so qualified and in good standing, individually or in the aggregate, is not reasonably likely to have a Material Adverse Effect on Mergeparty.
(b) ATS Each of Mergeparty and Mergeparty Subsidiary has all requisite corporate power and authority (corporate authority necessary and other) to enable it to execute execute, deliver and deliver, and to perform its obligations under, under this Agreement and each Collateral Document executed or required to be executed by it Mergeparty and/or Mergeparty Subsidiary pursuant hereto or thereto or to consummate the Transactions; Merger and the other transactions contemplated hereby and thereby, and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATSMergeparty and/or Mergeparty Subsidiary, and no other corporate proceedings on the part of Mergeparty and/or Mergeparty Subsidiary are necessary to authorize this Agreement or the transactions contemplated hereby or to consummate the Merger or the other transactions so contemplated. This Agreement has been duly executed and delivered by ATS each of Mergeparty and Mergeparty Subsidiary and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions Merger when executed and delivered by ATS Mergeparty and/or Mergeparty Subsidiary will constitute, legal, a valid and binding obligations obligation of ATSMergeparty and/or Mergeparty Subsidiary, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity.
(c) Except for matters which would have no material adverse effect on ATSAt the time of execution of this Agreement, neither Mergeparty and all of its Affiliates or "associates" (as defined in the execution Exchange Act) collectively beneficially own less than 5% of the outstanding shares of American Common Stock.
(d) The execution, delivery and delivery performance by ATS each of Mergeparty and/or Mergeparty Subsidiary of this Agreement or and any Collateral Document executed or required to be executed by it such party pursuant hereto or thereto, nor do not, and the consummation by ATS Mergeparty Subsidiary of the Transactions, nor Merger and the other transactions hereby and thereby and compliance with the terms, conditions and provisions hereof or thereof by ATSMergeparty and/or Mergeparty Subsidiary will not:
(i) will (A) conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS Mergeparty or Mergeparty Subsidiary or (B) any Applicable Law on the part of ATSapplicable to Mergeparty or Mergeparty Subsidiary, or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the termination, cancellation or acceleration of any obligation or liability in, or but for any requirement of the giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such termination, cancellation or acceleration inof, any Contractual Obligation Contract or Private Authorization of ATSMergeparty or Mergeparty Subsidiary, except, in the case of clause (B), for such conflicts, breaches, violations, terminations, cancellations or accelerations that would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on Mergeparty; or
(ii) will result in or permit the creation or imposition of any Lien upon any property now owned or leased by Mergeparty or Mergeparty Subsidiary except for such Liens that would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on Mergeparty or Mergeparty Subsidiary; or
(iii) require ATS to make or obtain any Governmental Authorization, Authorization or Governmental Filing or Private Authorization including without limitation except for (A) the FCC Consents, (B) filings under the FCAHart-Xxxxx-Xxxxxx Act, (C) the filing with the Commission of such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (D) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which American is qualified to do business and (E) such other Governmental Authorizations and Governmental Filings the failure of which to be made or obtained would, individually or in the aggregate, not be reasonably likely to have a Material Adverse Effect on American.
(e) Mergeparty Subsidiary was formed solely for the purpose of engaging in the transactions contemplated by this Agreement and has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated by this Agreement.
Appears in 1 contract
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS Each of ATC and ATI is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and organization, has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conductedconducted and is duly qualified and in good standing as a foreign corporation in each other jurisdiction in which the character of the property owned or leased by it or the nature of its business or operations requires such qualification, except for such qualifications the failure of which to obtain, individually or in the aggregate, would not have a material adverse effect on ATC.
(b) ATS Each of ATC and ATI has all requisite corporate power and authority (corporate authority and other) necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or and to consummate the Transactions; and the execution, delivery and performance by ATC and ATI of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATSATC and ATI. This Agreement has been duly executed and delivered by ATS ATC and ATI and constitutes, and each Collateral Document executed or required to be executed by it each of them pursuant hereto or thereto or to consummate the Transactions when executed and delivered by ATS ATC and ATI will constitute, legal, valid and binding obligations of ATSeach of ATC and ATI, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws Laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity.
(c) Except for matters which would have no material adverse effect on ATSto the extent necessary under its credit facilities, neither the execution and delivery by ATS ATC and ATI of this Agreement or any Collateral Document executed or required to be executed by it each of them pursuant hereto or thereto, nor the consummation by ATS of the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATSATC and ATI:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS ATC or ATI or any Applicable Law on the part of ATSLaw, or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Material Obligation of ATSATC or ATI; or
(ii) will require ATS ATC or ATI to make or obtain any Governmental Authorization, Governmental Filing or Private Authorization including without limitation Authorization, except (A) filings contemplated by the Registration Rights Agreement, (B) filings under the FCAXxxx-Xxxxx-Xxxxxx Act, (C) for FCC approvals, (D) the filing with the Commission of such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (E) the filing of the Certificate of Merger with the Delaware Secretary of State, and appropriate documents with the relevant authorities of other states in which ATI is qualified to do business, (F) the filing of a Supplemental Listing Application with the New York Stock Exchange, and (G) such other Governmental Authorizations, Governmental Filings, and Private Authorizations the failure of which to be made or obtained would not, individually or in the aggregate, have a material adverse effect on ATC.
Appears in 1 contract
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS Seller and each Seller Subsidiary is a corporation or partnership duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and organization, has all requisite power and authority (corporate corporate, partnership and other) to own or hold under lease its properties and to conduct its business as now conducted.
(b) ATS Seller and each Seller Subsidiary has all requisite corporate or partnership, power and corporate authority and has in full force and effect all Governmental Authorizations and Private Authorizations, except for those set forth in Section 3.1(b) of the Seller Disclosure Schedule or those the failure of which to obtain do not and will not have, individually or in the aggregate, any material Adverse effect on Seller or any Seller Subsidiary, necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions; and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it and each Seller Subsidiary pursuant hereto or thereto have been duly authorized by all requisite corporate corporate, partnership or other action on the part of ATSSeller and each Seller Subsidiary. This Agreement has been duly executed and delivered by ATS Seller and each Seller Subsidiary and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions when executed and delivered by ATS Seller and each Seller Subsidiary will constitute, legal, valid and binding obligations of ATSSeller and each Seller Subsidiary, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity.
(c) Except as set forth in Section 3.1(c) of the Seller Disclosure Schedule, and except for matters which would have no material adverse Adverse effect on ATSSeller or any Seller Subsidiary, neither the execution and delivery by ATS Seller and each Seller Subsidiary of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation by ATS Seller and each Seller Subsidiary of the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATSSeller and each Seller Subsidiary:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS Seller or any Seller Subsidiary or any Applicable Law on the part of ATSLaw, or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of ATSSeller or any Seller Subsidiary, other than those constituting Seller Nonassumed Obligations; or
(ii) will require ATS Seller to make or obtain any Governmental Authorization, Governmental Filing or Private Authorization including without limitation under the FCA, except for filings under the Hart-Scott-Rodino Act and the filings described in Section 3.1(c) xx xxx Seller Disclosure Schedule.
(d) Seller and the Seller Subsidiaries are the only Persons which own or have owned any interest in any of the Seller Assets or any aspect of the Seller Business other than those set forth on Section 3.1(d) of the Seller Disclosure Schedule.
Appears in 1 contract
Samples: Asset Purchase Agreement (American Radio Systems Corp /Ma/)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and organization, has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conductedconducted and is duly qualified and in good standing as a foreign corporation in each other jurisdiction in which the character of the property owned or leased by it or the nature of its business or operations requires such qualification, except for such qualifications the failure of which to obtain, individually or in the aggregate, would not have a Material Adverse Effect on ATS.
(b) ATS has all requisite corporate power and authority (corporate authority and other) and has in full force and effect all Governmental Authorizations and Private Authorizations necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or and to consummate the TransactionsTransactions to which ATS is a party; and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATS, including without limitation by the requisite approval of ARS, as the sole stockholder of ATS, and no other corporate proceedings on the part of ATS are necessary to authorize this Agreement or the transactions contemplated hereby or to consummate the Merger or the other transactions so contemplated. This Agreement has been duly executed and delivered by ATS and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions when executed and delivered by ATS will constitute, legal, valid and binding obligations of ATS, enforceable in accordance with their respective terms, except as such enforceability may be limited by subject to bankruptcy, moratorium, insolvency insolvency, reorganization, arrangement, voidable preference, fraudulent conveyance and other similar laws relating to or affecting the rights and remedies of creditors and except as the obligations same may be subject to the effect of debtors generally and by general principles of equity.
(c) Except for matters which would have no material adverse effect on ATSas set forth in Section 5.1(c) of the ATS Disclosure Schedule, neither the execution and delivery by ATS of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation by ATS of the TransactionsTransactions by ATS, nor compliance with the terms, conditions and provisions hereof or thereof by ATS:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS or any Applicable Law on the part of ATSLaw, or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation Material Agreement of ATS; or
(ii) will require ATS to make or obtain any Governmental Authorization, Governmental Filing or Private Authorization including without limitation under the FCA, except as required by the Xxxx-Xxxxx-Xxxxxx Act and other than any of the foregoing that have been obtained.
(d) Except as set forth in Section 5.1(d) of the ATS Disclosure Schedule, ATS does not have any Subsidiaries, each of which is (i) wholly-owned unless noted otherwise in Section 5.1(d) of the ATS Disclosure Schedule, (ii) an Entity which is duly organized, validly existing and in good standing under the laws of the respective state of organization, and (iii) duly qualified and in good standing as a foreign corporation or other Entity in each other jurisdiction in which the character of the property owned or leased by it or the nature of its business or operations requires such qualification, with full power and authority (corporate and other) to carry on the business in which it is engaged, except for such qualifications the failure of which to obtain, individually or in the aggregate, would not have a Material Adverse Effect on ATS. ATS owns, directly or indirectly, all of the outstanding capital stock and equity interests of each Subsidiary, free and clear of all Liens (except for Permitted Liens or except as set forth on Section 5.1(d) of the ATS Disclosure Schedule), and all such stock or other equity interests has been duly authorized and validly issued and is fully paid and nonassessable. There are no outstanding Option Securities or Convertible Securities, or agreements or understandings of any nature whatsoever, relating to the authorized and unissued or outstanding capital stock or equity interests of any Subsidiary of ATS, except as set forth in Section 5.1(d) of the ATS Disclosure Schedule with respect to the noncorporate Subsidiaries of ATS.
Appears in 1 contract
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS American is a corporation duly organizedincorporated, validly existing and in good standing under the laws of its jurisdiction the State of incorporation Delaware and has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted and as presently proposed to be conducted. American is duly qualified and in good standing as a foreign corporation in each other jurisdiction (as shown on Section 4.1(a) of the American Disclosure Schedule) in which the character of the property owned or leased by it or the nature of its business or operations requires such qualification, with full power and authority (corporate and other) to carry on the business in which it is engaged, except in such jurisdictions where the failure to be so qualified or in good standing, individually or in the aggregate, is not reasonably likely to have a Material Adverse Effect on American.
(b) ATS Each of American and its Subsidiaries has all requisite corporate power and authority (corporate authority necessary and other) to enable it to execute execute, deliver and deliver, and to perform its obligations under, under this Agreement and each Collateral Document executed or required to be executed by it such party pursuant hereto or thereto or and to consummate the Transactions; Merger and the other transactions contemplated hereby and thereby, and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATSAmerican and its Subsidiaries, other than the approval of the holders of shares of American Common Stock contemplated by Section 4.13, and no other corporate proceedings on the part of American or any of its Subsidiaries are necessary to authorize this Agreement or the transactions contemplated hereby or to consummate the Merger or the other transactions so contemplated (other than, with respect to the Merger, the Required Vote and with respect to the Tower Merger, the Required Tower Vote). This Agreement has been duly executed and delivered by ATS American and constitutes, and each Collateral Document executed or required to be executed by it American and its Subsidiaries pursuant hereto or thereto or to consummate the Transactions Merger when executed and delivered by ATS American and its Subsidiaries, as applicable, will constitute, legal, a valid and binding obligations obligation of ATSAmerican and its Subsidiaries, as applicable, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity. As of the date hereof, the Board of Directors of American, at a meeting duly called and held at which a quorum was present throughout, has approved the Merger and this Agreement, and the Tower Merger and the Tower Merger Agreement, and has recommended that the holders of shares of American Common Stock approve and adopt this Agreement, the Tower Merger Agreement and the transactions contemplated hereby and thereby, including without limitation the Merger and the Tower Merger.
(c) Except for matters which would have no material adverse effect on ATSThe execution, neither the execution delivery and delivery performance by ATS American and its Subsidiaries, as applicable, of this Agreement or and any Collateral Document executed or required to be executed by it such parties pursuant hereto or theretothereto do not, nor and the consummation by ATS American of the TransactionsMerger and the other transactions contemplated hereby and thereby, nor and compliance with the terms, conditions and provisions hereof or thereof by ATSsuch parties will not:
(iA) will Except as set forth in Section 4.1(c) of the American Disclosure Schedule, conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS American or any Applicable Law on the part of ATSits Subsidiaries, as applicable, or will (B) conflict with, or result in a breach or violation of, or constitute a default under, or permit the termination, cancellation or acceleration of any obligation or liability in, or but for any requirement of the giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such termination, cancellation or acceleration inof, any Contractual Obligation agreement, arrangement, contract, undertaking, understanding, Applicable Law or other obligation or Private Authorization of ATSAmerican or its Subsidiaries, as applicable, except, in the case of clause (B), for such conflicts, breaches, violations, terminations, cancellations, defaults or accelerations that would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on American; or
(ii) will result in or permit the creation or imposition of any Lien upon any property now owned or leased by American except for such Liens that would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on American; or
(iii) require ATS to make or obtain any Governmental Authorization, Authorization or Governmental Filing or Private Authorization including without limitation except for (A) the FCC Consents, (B) filings under the FCAHart-Xxxxx-Xxxxxx Act, (C) the filing with the Commission of (I) the Proxy Statement, (II) the Tower Proxy Statement, (III) the Registration Statement and (IV) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (D) the filing of the Certificate of Merger and a certificate of merger relating to the Tower Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which American is qualified to do business and (E) such other Governmental Authorizations and Governmental Filings the failure of which to be made or obtained would not be individually or in the aggregate, reasonably likely to have a Material Adverse Effect on American.
(d) American does not have any direct or indirect Subsidiaries other than those set forth on Section 4.1(d) of the American Disclosure Schedule (read without the last three lines of the first page thereof) (and other than ATS Mergercorp, American Tower, American Tower Systems (Delaware), Inc., ATS Needxxx, XXC, Tower, LLC and Communications Systems Development, LLC). Each direct or indirect Subsidiary of American (and other than ATS Mergercorp, American Tower, American Tower Systems (Delaware), Inc., ATS Needxxx, XXC, Tower, LLC and Communications Systems Development, LLC) is (i) wholly-owned unless noted otherwise in Section 4.1(d) of the American Disclosure Schedule, (ii) a corporation which is duly organized, validly existing and in good standing under the laws of the respective state of incorporation set forth opposite its name on Section 4.1(d) of the American Disclosure Schedule, and (iii) duly qualified and in good standing as a foreign corporation in each other jurisdiction (as shown on Section 4.1(d) of the American Disclosure Schedule) in which the character of the property owned or leased by it or the nature of its business or operations requires such qualification, with full power and authority (corporate and other) to carry on the business in which it is engaged, except where the failure to be so qualified or in good standing, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect on American. American owns, directly or indirectly, all of the outstanding capital stock and equity interests (as shown in Section 4.1(d) of the American Disclosure Schedule) of such Subsidiaries, free and clear of all Liens (except as set forth in the American Financial Statements or Section 4.1(d) of the American Disclosure Schedule), and all such stock has been duly authorized and validly issued and is fully paid and nonassessable. There are no outstanding Option Securities or Convertible Securities, or agreements or understandings of any nature whatsoever, relating to the authorized and unissued or outstanding capital stock of such Subsidiaries (except as set forth in the American Financial Statements or Section 4.1(d) of the American Disclosure Schedule.
(e) Each of ATS Mergercorp and American Tower is (i) a wholly-owned subsidiary of American (in the case of American Tower, as of the date hereof) and (ii) a corporation which is duly organized, validly existing and in good standing under the DCL. American owns, directly or indirectly, all of the outstanding capital stock and equity interests of each of ATS Mergercorp and American Tower, free and clear of all Liens, subject, in the case of ATS Mergercorp, to the receipt of Amendment No. 2 to American's Credit Agreements referred to in Section 4.1(d) of the American Disclosure Schedule, a copy of which has been delivered to Mergeparty prior to the date hereof, and all such stock has been duly authorized and validly issued, is fully paid and nonassessable and is not subject to any preemptive or similar rights. There are no outstanding Option Securities or Convertible Securities, or agreements or understandings of any nature whatsoever, relating to the authorized and unissued outstanding capital stock of such Subsidiaries (except, with respect to American Tower, pursuant to the following: (i) the Agreement and Plan of Merger, dated as of December 12, 1997 (the "ATC Merger Agreement"), by and between American Tower and American Tower Corporation, an unaffiliated Delaware corporation, a copy of which has been delivered to Mergeparty prior to the date hereof, (ii) the Agreement and Plan of Merger, dated as of November 21, 1997, by and among American Tower, American Tower Systems (Delaware), Inc., Gearon & Co., Inc., and J. Michxxx Xxxxxx, Xx., x copy of which has been delivered to Mergeparty prior to the date hereof, (iii) the proposed issue and sale of shares of Tower Common Stock to certain officers and directors of American Tower (and their affiliates) for an aggregate consideration of approximately $80,000,000, (iv) employee stock options outstanding to purchase shares of American Tower Systems (Delaware), Inc. which will be converted into options to acquire Tower Common Stock, and (v) as contemplated by Section 6.8(b)). The authorized capital stock of (i) ATS Mergercorp consists of 3,000 shares of common stock, par value $.01 per share (the "ATS Mergercorp Common Stock"), and (ii) American Tower consists of 20,000,000 shares of preferred stock, 200,000,000 shares of Tower Class A Common, 50,000,000 shares of Tower Class B Common, and 10,000,000 shares of Tower Class C Common, and the terms of the Restated Certificate of Incorporation of American Tower, a copy of which has been delivered to Mergeparty prior to the date hereof, relating to each of the shares of Tower Class A Common, Tower Class B Common and Tower Class C Common (other than those relating to the number of authorized shares) are identical to the terms of the Restated Certificate of Incorporation of American as in effect on the date of the Original Merger Agreement relating to the shares of American Class A Common, American Class B Common and American Class C Common, respectively, except for the following terms: (i) terms which permit dividends and other distributions of securities of Persons other than American Tower (including Subsidiaries of American Tower) to be made in the form of different classes of securities of such Persons, (ii) terms which provide that if a holder of Tower Common Stock grants a proxy, whether revocable or irrevocable, and whether general or specific to a particular transaction, the granting of such proxy does not constitute a transfer for purposes of requiring conversion of Tower Class B Common to Tower Class A Common, (iii) terms which permit any CEA Holder (as defined in the Restated Certificate of Incorporation of American Tower) to convert shares of Tower Class C Common Stock into shares of Tower Class A Common Stock upon approval of the Board of Directors of American Tower, and (iv) terms clarifying the fact that holders of Tower Class A Common Stock and Tower Class B Common Stock vote as a single class on all matters submitted for a stockholder vote, including, notwithstanding the first sentence of Section 242(b)(2) of the DCL, any amendment of the Restated Certificate of Incorporation of American Tower which would increase or decrease the number of authorized shares of any class of Tower Common Stock. The number of shares of American Tower which are authorized and outstanding and owned by American is equal to the number of authorized and outstanding shares of American Common Stock and the number of shares of American Common Stock issuable upon the exercise of Option Securities and upon the conversion of Convertible Securities (except with respect to shares of American Common Stock subject to American Options set forth on Schedule 4.1(e) to this Agreement which are held by Tower Employees who have stated that they will enter into definitive agreements to have such American Options assumed by American Tower and converted into options to acquire Tower Common Stock in accordance with Section 6.8(b)).
Appears in 1 contract
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS Purchaser (i) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the Commonwealth of incorporation Massachusetts, and (ii) has all requisite corporate power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted and as presently proposed to be conducted.
(b) ATS Purchaser has all requisite corporate power authority, and corporate authority has made and has in full force and effect all Governmental Authorizations and Private Authorizations necessary to enable it it, to execute and deliver, and to perform its obligations under, and to consummate the transactions contemplated by, this Agreement and each Collateral other Transaction Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactionsit; and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto such other Transaction Documents have been duly authorized by all requisite corporate or other action on the part of ATSaction. This Agreement has been duly executed and delivered by ATS Purchaser and constitutes, and each Collateral other Transaction Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions when executed and delivered by ATS Purchaser will constitute, its legal, valid and binding obligations of ATSobligations, enforceable against it in accordance with their respective terms, except subject as such enforceability may be limited by to enforcement of remedies to applicable bankruptcy, moratoriuminsolvency, insolvency and reorganization, moratorium or similar laws affecting generally the enforcement of creditors' rights and remedies subject to a court's discretionary authority with respect to the granting of creditors and the obligations of debtors generally and by general principles of equitya decree ordering specific performance or other equitable remedies.
(c) Except for matters which would have no material adverse effect on ATS, neither Neither the execution and delivery by ATS of this Agreement or any Collateral other Transaction Document executed or required to be executed by it pursuant hereto or theretoPurchaser, nor the consummation by ATS of the Transactionstransactions herein or therein contemplated, nor compliance with the terms, conditions and provisions hereof or thereof by ATSPurchaser:
(i) (A) does or will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS or any Applicable Law on the part of ATSPurchaser, (B) does or will conflict with or result in a breach or violation of, or constitute a default under, either of the articles of organization or bylaws of Purchaser or (C) does or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability inunder, or (but for any requirement of giving of notice or passage of time or both both) would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration inof, any material Contractual Obligation of ATS; Purchaser, or
(ii) will require ATS to make or obtain any Governmental Authorization or Private Authorization, Governmental Filing except, with respect to clauses (i)(A), (i)(C) and (ii) above, such conflicts, breaches, defaults, violations, accelerations, authorizations or Private Authorization including without limitation under filings, that (individually or in the FCAaggregate) are not reasonably likely to result in a Material Adverse Effect on Purchaser or on the ability of Purchaser to perform any of its obligations set forth in this Agreement or any other Transaction Document.
Appears in 1 contract
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS The Company:
(i) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the State of incorporation and Delaware,
(ii) has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted and as presently proposed to be conducted, and has in full force and effect all Government Authorizations and Private Authorizations and has made all Government Filings, to the extent required for such ownership and lease of its property and conduct of its business, and
(iii) is duly qualified and authorized to do business and is in good standing as a foreign corporation in each jurisdiction (a true and correct list of which is set forth in Section 3.1(a) of the Disclosure Schedule) in which the character of its property or the nature of its business or operations requires such qualification or authorization, except to the extent the failure to so qualify or to maintain such authorizations would not have an Adverse Effect.
(b) ATS The Company has all requisite corporate power and authority (corporate authority necessary and other) and has in full force and effect all Government Authorizations and Private Authorizations in order to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or and to consummate the Merger and the Transactions; , and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on (other than that of the part of ATSStockholders). This Agreement has been duly executed and delivered by ATS and the Company and, subject to the affirmative vote of the Stockholders referred to below, constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions Merger and the Transactions, when executed and delivered by ATS the Company or an Affiliate of the Company will constitute, legal, valid and binding obligations of ATSthe Company or such Affiliate, enforceable in accordance with their respective terms, except as such enforceability may be limited by subject to bankruptcy, moratorium, insolvency insolvency, reorganization, arrangement, voidable preference, fraudulent conveyance and other similar laws relating to or affecting the rights and remedies of creditors and except as the obligations same may be subject to the effect of debtors generally and by general principles of equityequity (the "Enforceability Exceptions"). The affirmative vote or action by written consent of the holders of a majority of the outstanding Shares is the only vote of the holders of any class or series of the capital stock of the Company necessary to approve this Agreement, the Merger and the Transactions under Applicable Law and the Company's Organizational Documents. The provisions of Section 203 of the DGCL will not apply to this Agreement, the Merger or the Transactions.
(c) Except for matters which would have no material adverse effect on ATSas set forth in Section 3.1(c) of the Disclosure Schedule, neither the execution and delivery by ATS of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation by ATS of the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATSthe Company or any of the other parties hereto or thereto which is Affiliated with the Company:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS or any Applicable Law on the part of ATS, the Company or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of ATS; orthe Company,
(ii) will result in or permit the creation or imposition of any Lien upon any property now owned or leased by the Company or any such other party, or
(iii) will require ATS to make any Government Authorization or obtain any Governmental Authorization, Governmental Government Filing or Private Authorization including without limitation Authorization, except for the certificate of merger and related filings under the FCADGCL in connection with the Merger and the Transactions.
Appears in 1 contract
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS American is a corporation duly organizedincorporated, validly existing and in good standing under the laws of its jurisdiction the State of incorporation and Delaware.
(b) American has all requisite power and authority (corporate and other) to own or hold under lease its properties execute, deliver and to conduct its business as now conducted.
(b) ATS has all requisite corporate power and corporate authority necessary to enable it to execute and deliver, and to perform its obligations under, under this Agreement and each Collateral Document executed or required to be executed by it such party pursuant hereto or thereto or and to consummate the Transactions; transactions contemplated hereby and thereby, and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATSAmerican and its Subsidiaries, other than the American Tower Group, and no other corporate proceedings on the part of American or any of such Subsidiaries are necessary to authorize this Agreement or the transactions contemplated hereby. This Agreement has been duly executed and delivered by ATS American and constitutes, and each Collateral Document executed or required to be executed by it American and its Subsidiaries (other than the American Tower Group) pursuant hereto or thereto or to consummate the Transactions when executed and delivered by ATS American and such Subsidiaries, as applicable, will constitute, legal, a valid and binding obligations obligation of ATSAmerican and such Subsidiaries, as applicable, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity. American has heretofore received the requisite consent of the holders of more than a majority of the outstanding shares of American Cumulative Preferred Stock to the Tower Separation.
(c) Except for matters which would have no material adverse effect on ATSThe execution, neither the execution delivery and delivery performance by ATS American and its Subsidiaries, as applicable, of this Agreement or and any Collateral Document executed or required to be executed by it such parties pursuant hereto or theretothereto do not, nor and the consummation by ATS American of the Transactionstransactions contemplated hereby and thereby, nor and compliance with the terms, conditions and provisions hereof or thereof by ATSsuch parties will not:
(iA) will Except as set forth in Section 4.1(c) of the American Disclosure Schedule, conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS American or any Applicable Law on the part of ATSits Subsidiaries, as applicable, or will (B) conflict with, or result in a breach or violation of, or constitute a default under, or permit the termination, cancellation or acceleration of any obligation or liability in, or but for any requirement of the giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such termination, cancellation or acceleration inof, any Contractual Obligation agreement, arrangement, contract, undertaking, understanding, Applicable Law or other obligation or Private Authorization of ATSAmerican or its Subsidiaries, as applicable, except, in the case of clause (B), for such conflicts, breaches, violations, terminations, cancellations, defaults or accelerations that would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on American; or
(ii) will result in or permit the creation or imposition of any Lien upon any property now owned or leased by American except for such Liens that would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on American; or
(iii) require ATS to make or obtain any Governmental Authorization, Authorization or Governmental Filing except for (A) the filing with the Commission of (I) the Information Statement and the Registration Statements and (II) such reports under Section 13(a) or Private Authorization including without limitation under 15(d) of the FCAExchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, and (B) such other Governmental Authorizations and Governmental Filings the failure of which to be made or obtained would not be individually or in the aggregate, reasonably likely to have a Material Adverse Effect on American.
Appears in 1 contract
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS American Tower is a corporation duly organizedincorporated, validly existing and in good standing under the laws of its jurisdiction the State of incorporation and Delaware..
(b) American Tower has all requisite power and authority (corporate and other) to own or hold under lease its properties execute, deliver and to conduct its business as now conducted.
(b) ATS has all requisite corporate power and corporate authority necessary to enable it to execute and deliver, and to perform its obligations under, under this Agreement and each Collateral Document executed or required to be executed by it such party pursuant hereto or thereto or and to consummate the Transactions; transactions contemplated hereby and thereby, and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATSAmerican and its Subsidiaries, and no other corporate proceedings on the part of American Tower or any of its Subsidiaries are necessary to authorize this Agreement or the transactions contemplated hereby. This Agreement has been duly executed and delivered by ATS American Tower and constitutes, and each Collateral Document executed or required to be executed by it American Tower and its Subsidiaries pursuant hereto or thereto or to consummate the Transactions when executed and delivered by ATS American Tower and its Subsidiaries, as applicable, will constitute, legal, a valid and binding obligations obligation of ATSAmerican Tower and its Subsidiaries, as applicable, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity.
(c) Except for matters which would have no material adverse effect on ATSThe execution, neither the execution delivery and delivery performance by ATS American Tower and its Subsidiaries, as applicable, of this Agreement or and any Collateral Document executed or required to be executed by it such parties pursuant hereto or theretothereto do not, nor and the consummation by ATS American Tower of the Transactionstransactions contemplated hereby and thereby, nor and compliance with the terms, conditions and provisions hereof or thereof by ATSsuch parties will not:
(i) will (A) conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS American Tower or any Applicable Law on the part of ATSits Subsidiaries, as applicable, or will (B) conflict with, or result in a breach or violation of, or constitute a default under, or permit the termination, cancellation or acceleration of any obligation or liability in, or but for any requirement of the giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such termination, cancellation or acceleration inof, any Contractual Obligation agreement, arrangement, contract, undertaking, understanding, Applicable Law or other obligation or Private Authorization of ATSAmerican or its Subsidiaries, as applicable, except, in the case of clause (B), for such conflicts, breaches, violations, terminations, cancellations, defaults or accelerations that would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on American Tower; or
(ii) will result in or permit the creation or imposition of any Lien upon any property now owned or leased by American Tower except for such Liens that would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on American; or
(iii) require ATS to make or obtain any Governmental Authorization, Authorization or Governmental Filing except for (A) the filing with the Commission of (I) the Information Statement and the Registration Statement and (II) such reports under Section 13(a) or Private Authorization including without limitation under 15(d) of the FCAExchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, and (B) such other Governmental Authorizations and Governmental Filings the failure of which to be made or obtained would not be individually or in the aggregate, reasonably likely to have a Material Adverse Effect on American Tower.
Appears in 1 contract
Organization and Business; Power and Authority; Effect of Transaction. A. The Company and each Subsidiary:
(ai) ATS is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the State of incorporation and California;
(ii) has all requisite corporate power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conductedconducted and has in full force and effect all Governmental Authorizations and Private Authorizations and has made all Governmental Filings, to the extent required for such ownership and lease of its property and conduct of its business, except to the extent that the failure to have obtained any such Governmental Authorization or Private Authorization or to have made any such Governmental Filing would not have an Adverse Effect; and
(iii) has duly qualified and is authorized to do business and is in good standing as a foreign corporation in each jurisdiction set forth in Schedule and, except as otherwise set forth in Section 3.1(A)(iii) of the Company Disclosure Schedule, in each jurisdiction which the character of its property or the nature of its business or operations requires such qualification or authorization, except to the extent the failure so to qualify or to maintain such authorizations would not have an Adverse Effect.
(b) ATS B. The Company and each Subsidiary has all requisite corporate power and authority (corporate authority necessary and other) and, other than the filing and termination of the waiting period pursuant to the HSR Act, has in full force and effect all Governmental Authorizations and Private Authorizations in order to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or and to consummate the Acquisition Merger and the Transactions; , and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on (other than that of the part of ATSCompany's stockholders). This Agreement has been duly executed and delivered by ATS the Company and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions Acquisition Merger and the Transactions, when executed and delivered by ATS the Company will constitute, legal, valid and binding obligations of ATSthe Company, enforceable in accordance with their respective terms, except as such enforceability may be limited by subject to bankruptcy, moratorium, insolvency and insolvency, reorganization, arrangement, voidable preference, fraudulent conveyance or other similar laws relating to or affecting the rights of creditors, and remedies except as the same may be subject to the effect of creditors and the obligations of debtors generally and by general principles of equity. Approval by the affirmative vote of a majority of the outstanding shares of Company Common Stock entitled to vote is the only action by the holders of any class or series of the capital stock of the Company necessary to approve this Agreement, the Acquisition Merger and the Transactions under Applicable Law and the Company's Organic Documents.
(cC. Except as set forth in Section 3.1(C) Except for matters which would have no material adverse effect on ATSof the Company Disclosure Schedule, neither the execution and delivery by ATS of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation by ATS of the Acquisition Merger or the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATSthe Company or any of the other parties hereto or thereto which is Affiliated with the Company:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS or any Applicable Law on the part of ATS, the Company or any Subsidiary or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of ATS; orthe Company or any Subsidiary,
(ii) will result in or permit the creation or imposition of any Lien (except to the extent set forth in Section 3.1(C) of the Company Disclosure Schedule) upon any property now owned or leased by the Company or any Subsidiary or any such other party, or
(iii) will require ATS to make or obtain any Governmental Authorization, Authorization or Governmental Filing or Private Authorization including without limitation Authorization, except for filing requirements under Applicable Law in connection with the FCAAcquisition Merger and the Transactions and except pursuant to the HSR Act.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Desa International Inc)
Organization and Business; Power and Authority; Effect of Transaction. (a1) ATS is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted.
(b) ATS has all requisite corporate power and corporate authority necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions; and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATS. This Agreement has been duly executed and delivered by ATS the Target Stockholder and constitutes, and each Collateral Document executed or required to be executed by it the Target Stockholder pursuant hereto or thereto or to consummate the Transactions when executed and delivered by ATS the Target Stockholder will constitute, legal, valid and binding obligations of ATSthe Target Stockholder, enforceable in accordance with their respective terms, except as such enforceability may be limited by subject to bankruptcy, moratorium, insolvency insolvency, reorganization, arrangement, voidable preference, fraudulent conveyance and other similar laws Laws relating to or affecting the rights and remedies of creditors and except as the obligations same may be subject to the effect of debtors generally and by general principles of equity.
(c2) Except for matters which would have no material adverse effect on ATSconsents as set forth in Section 2.4 of the Target Disclosure Schedule, neither the execution and delivery by ATS the Target Stockholder of this Agreement or any Collateral Document executed or required to be executed by it the Target Stockholder pursuant hereto or thereto, nor the consummation by ATS of the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATSthe Target Stockholder:
(i1) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS or any Applicable Law on the part of ATSLaw, or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of the giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any of its Contractual Obligation Obligations;
(2) will result in or permit the creation or imposition of ATSany Lien upon any property or asset of the Target Stockholder, except for such Liens as do not and will not reasonably be expected to have, in the aggregate, a material adverse effect on the Target Stockholder; or
(ii3) will require ATS to make or obtain any Governmental Authorization, Authorization or Governmental Filing or Private Authorization including without limitation under of the FCATarget Stockholder, except as required by the Xxxx-Xxxxx-Xxxxxx Act.
Appears in 1 contract
Samples: Asset Purchase Agreement (Dobson Communications Corp)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS Purchaser is a corporation Delaware limited liability company duly organized, validly existing and in good standing under the laws Laws of its jurisdiction of incorporation and has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conductedorganization.
(b) ATS Purchaser has all requisite corporate limited liability company power and corporate authority necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or and to consummate the TransactionsPurchase and other transactions contemplated hereby and thereby; and the execution, delivery and performance by Purchaser of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate limited liability company action or other similar action on the part of ATSPurchaser. This Agreement has been duly executed and delivered by ATS Purchaser and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions Purchase and the other transactions contemplated hereby and thereby when executed and delivered by ATS Purchaser will constitute, a legal, valid and binding obligations obligation of ATSPurchaser, enforceable against Purchaser in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity.
(c) Except for matters which would have no material adverse effect on ATSNeither the execution, neither the execution and delivery nor performance by ATS Purchaser of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or theretoDocument, nor the consummation by ATS of the TransactionsPurchase and the other transactions contemplated hereby and thereby, nor or compliance with the terms, conditions and provisions hereof or thereof by ATS:
Purchaser, (i) will conflict with, or but for any requirement of giving notice or passage of time or both could result in a breach or violation of, or constitute a default under, any Organic Document of ATS or any Applicable Law on the part of ATS, or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability inthe termination of any rights under (A) any Organizational Document of Purchaser, (B) any Applicable Law or but for (C) any requirement of giving the terms of notice any contract, agreement, license, lease, indenture, mortgage, loan agreement, note or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of ATS; or
other instrument to which Purchaser may be bound and (ii) will not require ATS Purchaser to make or obtain any Governmental AuthorizationAuthorization or make any filing with any Authority, Governmental Filing or Private Authorization including without limitation under the FCAother than filings with Authorities relating to notifications of changes in ownership.
Appears in 1 contract
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS Diablo is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and organization, has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted.
(b) ATS Diablo has all requisite corporate power and corporate authority and has in full force and effect all Governmental Authorizations (which, for purposes of this Section 3.1(b), relate only to the sale of the Diablo Assets and Diablo Business generally and not to "site-specific" Governmental Authorizations or those required by local Applicable Law) and Private Authorizations, except for those set forth in Section 3.1(b) of the Diablo Disclosure Schedule or those the failure of which to obtain do not and will not have, individually or in the aggregate, any material adverse effect on ATS, necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions; and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATSDiablo. This Agreement has been duly executed and delivered by ATS Diablo and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions when executed and delivered by ATS Diablo will constitute, legal, valid and binding obligations of ATSDiablo, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity.
(c) Except as set forth in Section 3.1(c) of the Diablo Disclosure Schedule, and except for matters which would have no material adverse effect on ATS, neither the execution and delivery by ATS Diablo of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation by ATS Diablo of the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATSDiablo:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS Diablo or any Applicable Law (which, for purposes of this Section 3.1(c)(i), relates only to the sale of the Diablo Assets and the Diablo Business generally and not to local Applicable Law) on the part of ATSDiablo, or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of ATSDiablo, other than those constituting Diablo Nonassumed Obligations; or
(ii) will require ATS Diablo to make or obtain any Governmental Authorization, Governmental Filing (which, for purposes of this Section 3.1(c)(ii)), relate only to the sale of the Diablo Assets and Diablo Business generally and not to "site-specific" Governmental Authorizations or those required by local Applicable Law) or Private Authorization including without limitation under the FCA, except for filings under the Hart-Scott-Rodino Act.
(d) Diablo does not have any Suxxxxxxxxxx xxxxxt as set forth in Section 3.1(d) of the Diablo Disclosure Schedule.
Appears in 1 contract
Samples: Asset Purchase Agreement (American Radio Systems Corp /Ma/)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS Each of the Company and Majestic Communications, Inc. is a corporation duly organized, validly existing and in good standing under the laws Law of its jurisdiction of incorporation organization, and has possesses all requisite corporate or similar organizational power and authority (corporate to own, lease and other) to own or hold under lease operate its properties and to conduct its business assets as now conductedowned or leased and operated and is duly qualified and in good standing in each other jurisdiction in which the character of the assets owned or leased by such Entity requires such qualification.
Section 3.1 (a) of the Disclosure Schedule contains a complete and accurate list of the jurisdictions of organization of the Company and Majestic Communications, Inc. and any other jurisdictions in which each such Entity is qualified to do business.
(b) ATS Each of the Company and Majestic Communications, Inc. has all requisite corporate power and corporate authority necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or which such Entities are a party and to consummate the TransactionsPurchase and the other transactions contemplated hereby and thereby; and the execution, delivery and performance by the Company and Majestic Communications, Inc. of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto which such Entities are parties have been duly authorized by all requisite corporate corporate, limited liability or other similar action on the part of ATS. such Entities.
(c) This Agreement has been duly executed and delivered by ATS the Sellers and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or the Sellers to consummate the Transactions Purchase, when executed and delivered by ATS the Sellers, will constitute, constitute the legal, valid and binding obligations obligation of ATSthe Sellers, enforceable against the Sellers in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity.
(cd) Except for matters which would have no material adverse effect on ATS, neither the execution and delivery by ATS of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor Upon the consummation by ATS of the TransactionsPurchase, nor compliance with Purchaser shall own the terms, conditions Membership Interests free and provisions hereof or thereof by ATS:clear of any Liens.
(ie) will conflict with, The Sellers have provided to Purchaser correct and complete copies of the Organizational Documents of the Company (each as amended to date). The minute books containing the records of meetings (or result written consents executed in a breach or violation of, or constitute a default under, any Organic Document lieu of ATS or any Applicable Law on such meetings) of the part members of ATS, or will conflict with, or result the Company are correct and complete in a breach or violation of, or constitute a all material respects. The Company is not in default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or in violation of, or default under, or permit any such acceleration in, any Contractual Obligation provision of ATS; orits Organizational Documents.
(iif) will require ATS The Membership Interests constitute a 100% membership interest in the Company, and the Membership Interests are duly authorized, validly issued, and fully paid. Other than the Membership Interests, there are no other issued and outstanding membership interests in the Company and there are no outstanding or authorized options, warrants, rights, agreements or commitments to make which Company or obtain any Governmental AuthorizationSeller is a party or which is binding upon Company or any Seller relating to the issuance, Governmental Filing disposition or Private Authorization including without limitation under acquisition of any membership interests in Company. There are no outstanding or authorized membership interest appreciation, phantom membership interests or similar rights with respect to the FCACompany. None of the Membership Interests were issued in violation of any Laws. The Membership Interests are uncertificated.
(g) All of the membership interests are owned solely and directly by Sellers, and each Seller warrants that he has all right, title and interest to his Membership Interests, free and clear of any liens, charges, claims, pledges, voting trusts, proxies, security holder or similar agreements, encumbrances or restrictions, other than applicable securities law restrictions ("Membership Interest Encumbrances").
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Global Signal Inc)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted.
(b) ATS has all requisite corporate power and corporate authority necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions; and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATS. This Agreement has been duly executed and delivered by ATS and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions when executed and delivered by ATS will constitute, legal, valid and binding obligations of ATS, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity.
(c) Except for matters which would have no not material adverse Adverse effect on ATS, neither the execution and delivery by ATS of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation by ATS of the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATS:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS or any Applicable Law on the part of ATS, or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of ATS; or
(ii) will require ATS to make or obtain any Governmental Authorization, Governmental Filing or Private Authorization including without limitation under the FCA, except for filings under the Xxxx- Xxxxx-Xxxxxx Act and filings listed in Section 3.1(c) of the Seller Disclosure Schedule which will be made jointly with Seller.
Appears in 1 contract
Samples: Asset Purchase Agreement (American Tower Systems Corp)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS The Company:
(i) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and as set forth in Section 3.1(a) of the Disclosure Schedule,
(ii) has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted and as presently proposed to be conducted, and has in full force and effect all Governmental Authorizations and Private Authorizations and has made all Governmental Filings, to the extent required for such ownership and lease of its property and conduct of its business, and
(iii) has duly qualified and is authorized to do business and is in good standing as a foreign corporation in each jurisdiction (a true and correct list of which is set forth in Section 3.1(a) of the Disclosure Schedule) in which the character of its property or the nature of its business or operations requires such qualification or authorization, except to the extent the failure so to qualify or to maintain such authorizations would not have an Adverse Effect.
(b) ATS The Company has all requisite corporate power and authority (corporate authority necessary and other) and has in full force and effect all Governmental Authorizations and Private Authorizations in order to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or and to consummate the Transactions; Merger and the Transactions. The execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on (other than that of the part of ATSStockholders). This Agreement has been duly executed and delivered by ATS the Company and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions Merger and the Transactions, when executed and delivered by ATS the Company or an Affiliate of the Company will constitute, legal, valid and binding obligations of ATSthe Company or such Affiliate, enforceable in accordance with their respective terms, except as such enforceability may be limited by subject to bankruptcy, moratorium, insolvency insolvency, reorganization, arrangement, voidable preference, fraudulent conveyance and other similar laws relating to or affecting the rights and remedies of creditors and except as the obligations same may be subject to the effect of debtors generally and by general principles of equity. The affirmative vote or action by written consent of 51% of the votes the holders of the outstanding shares of the Company are entitled to cast is the only vote of the holders of any class or series of the capital stock of the Company necessary to approve this Agreement, the Merger and the Transactions under Applicable Law and the Company's Organizational Documents.
(c) Except for matters which would have no material adverse effect on ATSas set forth in Section 3.1(c) of the Disclosure Schedule, neither the execution and delivery by ATS of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation by ATS of the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATSthe Company or any of the other parties hereto or thereto which is Affiliated with the Company:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS or any Applicable Law on the part of ATS, the Company or any Subsidiary or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of ATS; orthe Company or any Subsidiary,
(ii) will result in or permit the creation or imposition of any Lien (except to the extent set forth in Section 3.1(c) of the Disclosure Schedule) upon any property now owned or leased by the Company or any such other party, or
(iii) will require ATS to make or obtain any Governmental Authorization, Authorization or Governmental Filing or Private Authorization including without limitation Authorization, except for filing requirements under Applicable Law in connection with the Merger and the Transactions and as the Securities Act and applicable state securities laws may apply to compliance by the Company with the provisions of this Agreement relating to the Financing and registration rights provided for hereunder and except pursuant to the HSR Act. (if applicable).
(d) The Company does not have any Subsidiaries other than those listed on Section 3.1(d) of the Disclosure Schedule. Each Subsidiary so listed is wholly-owned, is a corporation which is duly organized, validly existing and in good standing under the FCAlaws of the respective state of incorporation set forth opposite its name on Section 3.1(d) of the Disclosure Schedule, and is duly qualified and in good standing as a foreign corporation in each other jurisdiction (as shown in Section 3.1(d) of the Disclosure Schedule) in which the character of its property or the nature of its business or operations requires such qualification or authorization, with full power and authority (corporate and other) to carry on the business in which it is engaged. Each Subsidiary has in full force and effect all Governmental Authorizations and Private Authorizations and has made all Governmental Filings, to the extent required for such ownership and lease of its property and conduct of its business. The Company owns all of the outstanding capital stock (as shown on Section 3.1(d) of the Disclosure Schedule) of each Subsidiary, free and clear of all Liens (except to the extent set forth in Section 3.1(d) of the Disclosure Schedule), and all such stock has been duly authorized and validly issued and is fully paid and non-assessable. There are no outstanding Option Securities or Convertible Securities, or agreements or understandings with respect to any of the foregoing, of any nature whatsoever relating to the authorized and unissued or the outstanding capital stock of any Subsidiary.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Call Points Inc)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS Each of ATC and ATI is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and organization, has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conductedconducted and is duly qualified and in good standing as a foreign corporation in each other jurisdiction in which the character of the property owned or leased by it or the nature of its business or operations requires such qualification, except for such qualifications the failure of which to obtain, individually or in the aggregate, would not have a Material Adverse Effect on ATC.
(b) ATS Each of ATC and ATI has all requisite corporate power and authority (corporate authority and other) necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or and to consummate the Transactions; and the execution, delivery and performance by ATC and ATI of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATS. This Agreement has been duly executed and delivered by ATS and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions when executed and delivered by ATS will constitute, legal, valid and binding obligations of ATS, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity.each
(c) Except for matters which would have no material adverse effect on ATSto the extent necessary under their credit facilities, neither the execution and delivery by ATS ATC and ATI of this Agreement or any Collateral Document executed or required to be executed by it each of them pursuant hereto or thereto, nor the consummation by ATS of the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATSATC and ATI:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS ATC or ATI or any material Applicable Law on the part of ATSLaw, or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation material agreement of ATSATC or ATI; or
(ii) will require ATS ATC or ATI to make or obtain any Governmental Authorization, Governmental Filing or Private Authorization including without limitation Authorization, except (A) filings contemplated by the Registration Rights Agreement, (B) filings under the FCAHart-Xxxxx-Xxxxxx Xxx, (C) for FCC approvals, (D) the filing with the SEC of (I) the ATC Registration Statement and (II) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (E) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which ATI is qualified to do business, (F) the filing of a Supplemental Listing Application with the New York Stock Exchange, and (G) such other Governmental Authorizations, Governmental Filings and Private Authorizations the failure of which to be made or obtained would not, individually or in the aggregate, have a Material Adverse Effect on ATC.
Appears in 1 contract
Samples: Merger Agreement (Omniamerica Inc)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS Seller (i) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the State of incorporation and Delaware, (ii) has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted and as presently proposed to be conducted, and has made and has in full force and effect all Governmental Authorizations and Private Authorizations to the extent required for such ownership and lease of its property and conduct of its business (including the NetCure Business), and (iii) has duly qualified and is authorized to do business and is in good standing as a foreign corporation in each jurisdiction in which it is required to be so qualified or authorized to do business, except where the failure to be so qualified or authorized to do business (individually or in the aggregate) would not have a Material Adverse Effect on Seller or the NetCure Business. Complete and correct copies of the certificate of incorporation and bylaws of Seller, each as amended to date, have heretofore been made available by Seller to Purchaser. Such certificate of incorporation and bylaws are in full force and effect.
(b) ATS Seller has all requisite corporate power and corporate authority necessary to enable it to execute and deliver, and to perform its obligations under, and to consummate the transactions contemplated by, this Agreement and each Collateral other Transaction Document executed or required to be executed by it pursuant hereto or thereto or to consummate the TransactionsSeller; and the execution, delivery and performance of this Agreement and each Collateral other Transaction Document executed or required to be executed by it pursuant hereto or thereto Seller have been duly authorized by all requisite corporate action. No notice to, vote, approval or consent of any of Seller's stockholders is required under the Delaware General Corporation Law, Seller's certificate of incorporation, Seller's bylaws or otherwise in connection with Seller's execution, delivery and performance of this Agreement or any other action on the part of ATSTransaction Document executed or to be executed by Seller. This Agreement has been duly executed and delivered by ATS Seller and constitutes, and each Collateral other Transaction Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions when executed and delivered by ATS Seller will constitute, legal, valid and binding obligations of ATSSeller, enforceable in accordance with their respective terms, except subject as such enforceability may be limited by to enforcement of remedies to applicable bankruptcy, moratoriuminsolvency, insolvency and reorganization, moratorium or similar laws affecting generally the enforcement of creditors' rights and remedies subject to a court's discretionary authority with respect to the granting of creditors and the obligations of debtors generally and by general principles of equitya decree ordering specific performance or other equitable remedies.
(c) Except for matters which would have no material adverse effect on ATS, neither Neither the execution and delivery by ATS of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or theretoother Transaction Document, nor the consummation by ATS of the Transactionstransactions herein or therein contemplated, nor compliance with the terms, conditions and provisions hereof or thereof by ATSSeller:
(i) (A) does or will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS or any Applicable Law on the part of ATSSeller or any of its Subsidiaries, (B) does or will conflict with or result in a breach or violation of, or constitute a default under, either the certificate of incorporation or bylaws of Seller, or (C) subject to the obtaining of each of the Seller Consents, does or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability inunder, or (but for any requirement of giving of notice or passage of time or both both) would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration inof, (I) any Contractual Obligation of ATS; Seller or (II) any Contractual Obligation relating to the NetCure Business, or
(ii) does or will require ATS result in or permit the creation or imposition of any Encumbrance upon (A) any property now owned or leased by Seller or (B) any of the Purchased Assets, except, with respect to make the immediately preceding clauses (i)(C)(I) and (ii)(A), in cases where such conflicts, breaches, violations, defaults, accelerations or obtain Encumbrances would not (individually or in the aggregate) result in a Material Adverse Effect on Seller or the NetCure Business.
(d) Seller does not have any Governmental AuthorizationSubsidiaries other than those set forth in Section 2.1(d) of the Disclosure Schedule. None of such Subsidiaries now holds, Governmental Filing uses or Private Authorization including without limitation under has title to any of the FCAPurchased Assets or the NetCure Business or ever has held or had title to any of the Purchased Assets. None of such Subsidiaries is party to or has any interest in any of the Purchased Assets or any Contractual Obligation relating to the NetCure Business.
Appears in 1 contract
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS Meridian is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and organization, has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted.
(b) ATS Meridian has all requisite corporate power and corporate authority and has in full force and effect all Governmental Authorizations (which, for purposes of this Section 3.1(b), relate only to the sale of the Meridian Assets and Meridian Business generally and not to "site-specific" Governmental Authorizations or those required by local Applicable Law) and Private Authorizations, except for those set forth in Section 3.1(b) of the Meridian Disclosure Schedule or those the failure of which to obtain do not and will not have, individually or in the aggregate, any Material Adverse Effect on ATS, necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions; and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATSMeridian. This Agreement has been duly executed and delivered by ATS Meridian and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions when executed and delivered by ATS Meridian will constitute, legal, valid and binding obligations of ATSMeridian, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity.
(c) Except as set forth in Section 3.1(c) of the Meridian Disclosure Schedule, and except for matters which would have no material adverse effect Material Adverse Effect on ATS, neither the execution and delivery by ATS Meridian of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation by ATS Meridian of the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATSMeridian:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS Meridian or any Applicable Law (which, for purposes of this Section 3.1(c)(i), relates only to the sale of the Meridian Assets and the Meridian Business generally and not to local Applicable Law) on the part of ATSMeridian, or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of ATSMeridian, other than those constituting Meridian Nonassumed Obligations; or
(ii) will require ATS Meridian to make or obtain any Governmental AuthorizationAuthorization or Filings (which, Governmental Filing for purposes of this Section 3.1(c)(ii), relates only to the sale of the Meridian Assets and the Meridian Business generally and not to "site-specific" authorizations or those required by local Applicable Law) or Private Authorization including without limitation under the FCA, except for filings under the Hart-Scott-Rodino Act.
(x) Xxxxxxxx does not have any Subsidiaries, except as set forth in Section 3.1(d) of the Meridian Disclosure Schedule.
Appears in 1 contract
Samples: Asset Purchase Agreement (American Radio Systems Corp /Ma/)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS Each of the Jacor Parties is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and organization, has all requisite corporate power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted.
(b) ATS Each of the Jacor Parties has all requisite corporate power and corporate authority necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Exchanges and the other Transactions; and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATSthe Jacor Parties. This Agreement has been duly executed and delivered by ATS the Jacor Parties and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Exchanges and the other Transactions when executed and delivered by ATS a Jacor Party will constitute, legal, valid and binding obligations of ATSsuch Jacor Parties, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity.
(c) Except for matters which would have no material adverse effect on ATSas set forth in Section 3.1(c) of the Jacor Disclosure Schedule, neither the execution and delivery by ATS the Jacor Parties of this Agreement or any Collateral Document executed or required to be executed by it any of them pursuant hereto or thereto, nor the consummation by ATS the Jacor Parties of the Exchanges and the other Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATSthe Jacor Parties:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS any of the Jacor Parties or any Applicable Law on the part of ATSany of the Jacor Parties, or subject to obtaining any required consents, will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of ATSJacor Material Agreement; or
(ii) will require ATS any Jacor Party to make or obtain any Governmental Authorization, Governmental Filing or Private Authorization including without limitation Authorization, except for the FCC Consents, filings, if required, under the FCAHart-Scott-Rodino Act and Private Authorizations, the failure of xxxxx xx be obtained or maintained would not, individually or in the aggregate, have an adverse effect on Jacor.
(d) None of the Jacor Parties has any direct or indirect Subsidiaries or other Affiliates (other than a Jacor Party) which own or have any interest in any of the Jacor Stations or any of the Jacor Assets. The Jacor Stations constitute all of the radio stations which any Jacor Party or any of their Affiliates owns or operates or has the right to acquire or operate in the Kansas City, Missouri radio market.
Appears in 1 contract
Samples: Asset Exchange Agreement (American Radio Systems Corp /Ma/)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS Intrepid and each of its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and or organization, as the case may be, has all requisite power and authority (corporate and otherotherwise) to own or hold under lease its properties and to conduct its business as now conductedconducted and is duly qualified and in good standing as a foreign corporation in each other jurisdiction in which the character of the property owned or leased by it or the nature of its business or operations requires such qualification, except for such qualifications the failure of which to obtain, individually or in the aggregate, would not have a material adverse effect on Intrepid.
(b) ATS Intrepid has all requisite corporate power and authority (corporate authority and otherwise) and has in full force and effect all Governmental Authorizations and Private Authorizations necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions; and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATSIntrepid. This Agreement has been duly executed and delivered by ATS Intrepid and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions Transactions, when executed and delivered by ATS Intrepid and the other parties thereto, will constitute, constitute legal, valid and binding obligations of ATSIntrepid, enforceable against Intrepid in accordance with their respective terms, except as such enforceability may be limited by subject to bankruptcy, moratorium, insolvency insolvency, reorganization, arrangement, voidable preference, fraudulent conveyance and other similar laws relating to or affecting the rights and remedies of creditors and except as the obligations same may be subject to the effect of debtors generally and by general principles of equity.
(c) Except for matters which would have no material adverse effect on ATSas set forth in Section 6.1(c) of the Intrepid Disclosure Schedule, neither the execution and delivery by ATS Intrepid of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation by ATS of the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATSIntrepid:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS Intrepid or any of its Subsidiaries or any Applicable Law on the part of ATSLaw, or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of ATSIntrepid or any of its Subsidiaries; or
(ii) will require ATS Intrepid or any of its Subsidiaries to make or obtain any Governmental Authorization, Governmental Filing or Private Authorization including without limitation under Authorization.
(d) The Subsidiaries of Intrepid are (i) Intrepid Asset Management, Inc., a Florida corporation, (ii) Capital Research Corporation, a Florida corporation, and (iii) Enviroq Corporation, a Delaware corporation. Enviroq owns 50% of the FCAoutstanding capital stock and has voting control of Sprayroq Corporation, a Delaware corporation ("Sprayroq"). Each of Intrepid's Subsidiaries other than Sprayroq is wholly owned.
Appears in 1 contract
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS The Company:
(i) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and as set forth in Section 3.1(a) of the Disclosure Schedule,
(ii) has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted and as presently proposed to be conducted, and has in full force and effect all Governmental Authorizations and Private Authorizations and has made all Governmental Filings, to the extent required for such ownership and lease of its property and conduct of its business, and
(iii) has duly qualified and is authorized to do business and is in good standing as a foreign corporation in each jurisdiction (a true and correct list of which is set forth in Section 3.1(a) of the Disclosure Schedule) in which the character of its property or the nature of its business or operations requires such qualification or authorization, except to the extent the failure so to qualify or to maintain such authorizations would not have an Adverse Effect.
(b) ATS The Company has all requisite corporate power and authority (corporate authority necessary and other) and has in full force and effect all Governmental Authorizations and Private Authorizations in order to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or and to consummate the Transactions; Merger and the Transactions. The execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on (other than that of the part of ATSStockholders). This Agreement has been duly executed and delivered by ATS the Company and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions Merger and the Transactions, when executed and delivered by ATS the Company or an Affiliate of the Company will constitute, legal, valid and binding obligations of ATSthe Company or such Affiliate, enforceable in accordance with their respective terms, except as such enforceability may be limited by subject to bankruptcy, moratorium, insolvency insolvency, reorganization, arrangement, voidable preference, fraudulent conveyance and other similar laws relating to or affecting the rights and remedies of creditors and except as the obligations same may be subject to the effect of debtors generally and by general principles of equity. The affirmative vote or action by written consent of 100% of the votes the holders of the outstanding shares of the Company are entitled to cast is the only vote of the holders of any class or series of the capital stock of the Company necessary to approve this Agreement, the Merger and the Transactions under Applicable Law and the Company's Organizational Documents.
(c) Except for matters which would have no material adverse effect on ATSas set forth in Section 3.1(c) of the Disclosure Schedule, neither the execution and delivery by ATS of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation by ATS of the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATSthe Company or any of the other parties hereto or thereto which is Affiliated with the Company:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS or any Applicable Law on the part of ATS, the Company or any Subsidiary or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of ATS; orthe Company or any Subsidiary,
(ii) will result in or permit the creation or imposition of any Lien (except to the extent set forth in Section 3.1(c) of the Disclosure Schedule) upon any property now owned or leased by the Company or any such other party, or
(iii) will require ATS to make or obtain any Governmental Authorization, Authorization or Governmental Filing or Private Authorization including without limitation Authorization, except for filing requirements under Applicable Law in connection with the Merger and the Transactions and as the Securities Act and applicable state securities laws may apply to compliance by the Company with the provisions of this Agreement relating to the Financing and registration rights provided for hereunder and except pursuant to the HSR Act. (if applicable).
(d) The Company does not have any Subsidiaries other than those listed on Section 3.1(d) of the Disclosure Schedule. Each Subsidiary so listed is wholly- owned, is a corporation which is duly organized, validly existing and in good standing under the FCAlaws of the respective state of incorporation set forth opposite its name on Section 3.1(d) of the Disclosure Schedule, and is duly qualified and in good standing as a foreign corporation in each other jurisdiction (as shown in Section 3.1(d) of the Disclosure Schedule) in which the character of its property or the nature of its business or operations requires such qualification or authorization, with full power and authority (corporate and other) to carry on the business in which it is engaged. Each Subsidiary has in full force and effect all Governmental Authorizations and Private Authorizations and has made all Governmental Filings, to the extent required for such ownership and lease of its property and conduct of its business. The Company owns all of the outstanding capital stock (as shown on Section 3.1(d) of the Disclosure Schedule) of each Subsidiary, free and clear of all Liens (except to the extent set forth in Section 3.1(d) of the Disclosure Schedule), and all such stock has been duly authorized and validly issued and is fully paid and non-assessable. There are no outstanding Option Securities or Convertible Securities, or agreements or understandings with respect to any of the foregoing, of any nature whatsoever relating to the authorized and unissued or the outstanding capital stock of any Subsidiary.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Call Points Inc)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS Diablo is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and organization, has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted.
(b) ATS Diablo has all requisite corporate power and corporate authority and has in full force and effect all Governmental Authorizations (which, for purposes of this Section 3.1(b), relate only to the sale of the Diablo Assets and Diablo Business generally and not to "site-specific" Governmental Authorizations or those required by local Applicable Law) and Private Authorizations, except for those set forth in Section 3.1(b) of the Diablo Disclosure Schedule or those the failure of which to obtain do not and will not have, individually or in the aggregate, any material adverse effect on ATS, necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions; and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATSDiablo. This Agreement has been duly executed and delivered by ATS Diablo and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions when executed and delivered by ATS Diablo will constitute, legal, valid and binding obligations of ATSDiablo, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity.
(c) Except as set forth in Section 3.1(c) of the Diablo Disclosure Schedule, and except for matters which would have no material adverse effect on ATS, neither the execution and delivery by ATS Diablo of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation by ATS Diablo of the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATSDiablo:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS Diablo or any Applicable Law (which, for purposes of this Section 3.1(c)(i), relates only to the sale of the Diablo Assets and the Diablo Business generally and not to local Applicable Law) on the part of ATSDiablo, or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of ATSDiablo, other than those constituting Diablo Nonassumed Obligations; or
(ii) will require ATS Diablo to make or obtain any Governmental Authorization, Governmental Filing (which, for purposes of this Section 3.1(c)(ii)), relate only to the sale of the Diablo Assets and Diablo Business generally and not to "site-specific" Governmental Authorizations or those required by local Applicable Law) or Private Authorization including without limitation under the FCA, except for filings under the Hart-Scott-Rodino Act.
(x) Diablo does not have any Subsidiaries except as set forth in Section 3.1(d) of the Diablo Disclosure Schedule.
Appears in 1 contract
Samples: Asset Purchase Agreement (American Radio Systems Corp /Ma/)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS Each of Parent and its Subsidiaries:
(i) is a corporation duly organized, validly existing and in good standing under the laws of its the jurisdiction of incorporation and its incorporation,
(ii) has all requisite corporate power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conductedconducted and has in full force and effect all Governmental Authorizations and Private Authorizations and has made all Governmental Filings, to the extent required for such ownership and lease of its property and conduct of its business, except to the extent that the failure to have obtained any such Governmental Authorization or Private Authorization or to have made any such Governmental Filing would not have an Adverse Effect; and
(iii) has duly qualified and is authorized to do business and is in good standing as a foreign corporation in each jurisdiction (a true and correct list of which is set forth in Section 5.1(a)(iii) of the Parent Disclosure Schedule) in which the character of its property or the nature of its business or operations requires such qualification or authorization, except to the extent the failure to qualify or to maintain such authorizations would not have an Adverse Effect.
(b) ATS Each of Parent and Merger Subsidiary has all requisite corporate power and authority (corporate authority necessary and other) and, other than the filing and termination of the waiting period pursuant to the HSR Act and as set forth in Section 5.1(c) of the Parent Disclosure Schedule, has in full force and effect all Governmental Authorizations and Private Authorizations in order to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or and to consummate the Merger and the Transactions; , and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on action, except for the part approval of ATSParent's stockholders required to amend Parent's certificate of incorporation (to authorize additional shares of Parent Stock to be issued in connection with the Merger). This Agreement has been duly executed and delivered by ATS Parent and Merger Subsidiary and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions Merger and the Transactions, when executed and delivered by ATS Parent and Merger Subsidiary will constitute, legal, valid and binding obligations of ATSParent and Merger Subsidiary, enforceable in accordance with their respective terms, except as such enforceability may be limited by subject to bankruptcy, moratorium, insolvency and insolvency, reorganization, arrangement, voidable preference, fraudulent conveyance or other similar laws relating to or affecting the rights and remedies of creditors creditors, and except as the obligations same may be subject to the effect of debtors generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
(c) Except for matters which would have no material adverse effect on ATSas set forth in Section 5.1(c) of the Parent Disclosure Schedule, neither the execution and delivery by ATS of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation by ATS of the Merger or the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATSParent, Merger Subsidiary or any of the other parties hereto or thereto which is Affiliated with Parent or Merger Subsidiary:
(i) will materially conflict with, or result in a material breach or violation of, or constitute a material default under, any Organic Document of ATS or any Applicable Law on the part of ATS, Parent or any Subsidiary or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any material Contractual Obligation of ATS; orParent or any Subsidiary,
(ii) will result in or permit the creation or imposition of any Lien upon any property now owned or leased by Parent or any such other party, other than any Lien which is not material in relation to the property it encumbers, or
(iii) will require ATS to make any material Governmental Authorization or obtain any Governmental Authorization, Governmental Filing or Private Authorization including without limitation Authorization, except for the approval of Parent's stockholders required to amend Parent's certificate of incorporation (to authorize additional shares of Parent Stock to be issued in connection with the Merger), and filing requirements under Applicable Law in connection with the FCAMerger and the Transactions and pursuant to the HSR Act.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Quality Stores Inc)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS Each of the American Parties is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and organization, has all requisite corporate power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted.
(b) ATS Each of the American Parties has all requisite corporate power and corporate authority necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Exchanges and the other Transactions; and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATSthe American Parties. This Agreement has been duly executed and delivered by ATS the American Parties and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Exchanges and the other Transactions when executed and delivered by ATS an American Party will constitute, legal, valid and binding obligations of ATSsuch American Parties, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity.
(c) Except for matters which would have no material adverse effect on ATSas set forth in Section 4.1(c) of the American Disclosure Schedule, neither the execution and delivery by ATS the American Parties of this Agreement or any Collateral Document executed or required to be executed by it either of them pursuant hereto or thereto, nor the consummation by ATS the American Parties of the Exchanges and the other Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATSthe American Parties:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS either of the American Parties or any Applicable Law on the part of ATSeither of the American Parties, or subject to obtaining any required consents, will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of ATSAmerican Material Agreement; or
(ii) will require ATS either American Party to make or obtain any Governmental Authorization, Governmental Filing or Private Authorization including without limitation Authorization, except for the FCC Consents, filings, if required, under the FCAHart-Scott-Rodino Act and Private Authorizations, the failure of xxxxx xx be obtained or maintained would not, individually or in the aggregate, have an adverse effect on American.
(d) Neither of the American Parties has any direct or indirect Subsidiaries or other Affiliates (other than an American Party) which own or have any interest in any of the American Stations or any of the American Assets. American owns all of the outstanding capital stock of American License, all of which stock is duly authorized, validly issued, fully paid and nonassessable. The American Stations constitute all of the radio stations which either American Party or any of their Affiliates owns or operates or has the right to acquire or operate in the Dayton, Ohio radio market.
Appears in 1 contract
Samples: Asset Exchange Agreement (American Radio Systems Corp /Ma/)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS Each of ATC and ATMC is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and organization, has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conductedconducted and is duly qualified and in good standing as a foreign corporation in each other jurisdiction in which the character of the property owned or leased by it or the nature of its business or operations requires such qualification, except for such qualifications the failure of which to obtain, individually or in the aggregate, would not have a material adverse effect on ATC.
(b) ATS Each of ATC and ATMC has all requisite corporate power and authority (corporate authority and other) necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or and to consummate the Transactions; and the execution, delivery and performance by ATC and ATMC of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATSATC and ATMC. This Agreement has been duly executed and delivered by ATS ATC and ATMC and constitutes, and each Collateral Document executed or required to be executed by it each of them pursuant hereto or thereto or to consummate the Transactions when executed and delivered by ATS ATC and ATMC will constitute, legal, valid and binding obligations of ATSeach of ATC and ATMC, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws Laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity.
(c) Except for matters which would have no material adverse effect on ATSto the extent necessary under its credit facilities, neither the execution and delivery by ATS ATC and ATMC of this Agreement or any Collateral Document executed or required to be executed by it each of them pursuant hereto or thereto, nor the consummation by ATS of the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATSATC and ATMC:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS ATC or ATMC or any Applicable Law on the part of ATSLaw, or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Material Obligation of ATSATC or ATMC; or
(ii) will require ATS ATC or ATMC to make or obtain any Governmental Authorization, Governmental Filing or Private Authorization including without limitation Authorization, except (A) filings contemplated by the Registration Rights Agreement, (B) filings under the FCAHart-Scott-Rodino Act, (C) for FCC approvals, (D) the filing xxxx xxx Xxxxxxxxon of such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (E) the filing of the Certificate of Merger with the Delaware Secretary of State, and appropriate documents with the relevant authorities of other states in which ATMC is qualified to do business, (F) the filing of a Supplemental Listing Application with the New York Stock Exchange, and (G) such other Governmental Authorizations, Governmental Filings, and Private Authorizations the failure of which to be made or obtained would not, individually or in the aggregate, have a material adverse effect on ATC.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Tower Corp /Ma/)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS Each of the American Parties is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and organization, has all requisite corporate power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted.
(b) ATS Each of the American Parties has all requisite corporate power and corporate authority necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Exchange and the other Transactions; and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATSthe American Parties. This Agreement has been duly executed and delivered by ATS the American Parties and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Exchange and the other Transactions when executed and delivered by ATS an American Party will constitute, legal, valid and binding obligations of ATSsuch American Parties, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity.
(c) Except for matters which would have no material adverse effect on ATSas set forth in Section 4.1(c) of the American Disclosure Schedule, neither the execution and delivery by ATS the American Parties of this Agreement or any Collateral Document executed or required to be executed by it either of them pursuant hereto or thereto, nor the consummation by ATS the American Parties of the Exchange and the other Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATSthe American Parties:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS the American Parties or any Applicable Law on the part of ATSthe American Parties, or subject to obtaining any required consents, will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of ATSAmerican Material Agreement; or
(ii) will require ATS American to make or obtain any Governmental Authorization, Governmental Filing or Private Authorization including without limitation Authorization, except for the FCC Consents, filings, if required, under the FCAHart-Scott-Rodino Act xxx Xxxxxxx Xuthorizations, the failure of which to be obtained or maintained would not, individually or in the aggregate, have an adverse effect on American.
(d) Neither of the American Parties has any direct or indirect Subsidiaries or other Affiliates which own or have any interest in the American Stations or any of the American Assets. American owns all of the outstanding capital stock of American License, all of which stock is duly authorized, validly issued, fully paid and nonassessable.
Appears in 1 contract
Samples: Asset Exchange Agreement (American Radio Systems Corp /Ma/)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted.
(b) ATS has all requisite corporate power and corporate authority necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions; and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATS. This Agreement has been duly executed and delivered by ATS and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions when executed and delivered by ATS will constitute, legal, valid and binding obligations of ATS, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity.
(c) Except for matters which would have no not material adverse effect on ATS, as of the Closing Date, neither the execution and delivery by ATS of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation by ATS of the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATS:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS or any Applicable Law on the part of ATS, or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of ATS; or
(ii) will require ATS to make or obtain any Governmental Authorization, Governmental Filing or Private Authorization including without limitation under the FCA, except for filings under the Xxxx- Xxxxx-Xxxxxx Act.
Appears in 1 contract
Samples: Stock Purchase Agreement (American Tower Systems Corp)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS Gearon is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and organization, has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted.
(b) ATS Gearon has all requisite corporate power and authority (corporate authority and other) and has in full force and effect all Governmental Authorizations and Private Authorizations necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions; and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATSGearon, including without limitation by the requisite approval of the stockholders of Gearon. This Agreement has been duly executed and delivered by ATS Gearon and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions when executed and delivered by ATS Gearon will constitute, legal, valid and binding obligations of ATSGearon, enforceable in accordance with their respective terms, except as such enforceability may be limited by subject to bankruptcy, moratorium, insolvency insolvency, reorganization, arrangement, voidable preference, fraudulent conveyance and other similar laws relating to or affecting the rights and remedies of creditors and except as the obligations same may be subject to the effect of debtors generally and by general principles of equity.
(c) Except for matters which would have no material adverse effect on ATSas set forth in Section 4.1(c) of the Gearon Disclosure Schedule, neither the execution and delivery by ATS Gearon of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation by ATS of the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATSGearon:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS Gearon or any Applicable Law on the part of ATSLaw, or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of ATSGearon; or
(ii) will require ATS Gearon to make or obtain any Governmental Authorization, Governmental Filing or Private Authorization including without limitation under the FCA, except as required by the Xxxx-Xxxxx- Xxxxxx Act.
(d) Except as set forth in Section 4.1(d) of the Gearon Disclosure Schedule, Gearon does not have any Subsidiaries.
Appears in 1 contract
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS Each of Mergeparty and Mergeparty Subsidiary is a corporation duly organizedincorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation organization and has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted and as presently proposed to be conducted. Each of Mergeparty and Mergeparty Subsidiary is duly qualified and in good standing as a foreign corporation in each other jurisdiction (as shown on Section 5.1(a) of the Mergeparty Disclosure Schedule) in which the character of the property owned or leased by it or the nature of its business or operations requires such qualification, with full power and authority (corporate and other) to carry on the business in which it is engaged, except in such jurisdictions where the failure to be so qualified and in good standing, individually or in the aggregate, is not reasonably likely to have a Material Adverse Effect on Mergeparty.
(b) ATS Each of Mergeparty and Mergeparty Subsidiary has all requisite corporate power and authority (corporate authority necessary and other) to enable it to execute execute, deliver and deliver, and to perform its obligations under, under this Agreement and each Collateral Document executed or required to be executed by it Mergeparty and/or Mergeparty Subsidiary pursuant hereto or thereto or to consummate the Transactions; Merger and the other transactions contemplated hereby and thereby, and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATSMergeparty and/or Mergeparty Subsidiary, and no other corporate proceedings on the part of Mergeparty and/or Mergeparty Subsidiary are necessary to authorize this Agreement or the transactions contemplated hereby or to consummate the Merger or the other transactions so contemplated. This Agreement has been duly executed and delivered by ATS each of Mergeparty and Mergeparty Subsidiary and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions Merger when executed and delivered by ATS Mergeparty and/or Mergeparty Subsidiary will constitute, legal, a valid and binding obligations obligation of ATSMergeparty and/or Mergeparty Subsidiary, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity.
(c) Except for matters which would have no material adverse effect on ATSAt the time of execution of this Agreement, neither Mergeparty and all of its Affiliates or "associates" (as defined in the execution Exchange Act) collectively beneficially own less than 5% of the outstanding shares of American Common Stock.
(d) The execution, delivery and delivery performance by ATS each of Mergeparty and/or Mergeparty Subsidiary of this Agreement or and any Collateral Document executed or required to be executed by it such party pursuant hereto or thereto, nor do not, and the consummation by ATS Mergeparty Subsidiary of the Transactions, nor Merger and the other transactions hereby and thereby and compliance with the terms, conditions and provisions hereof or thereof by ATSMergeparty and/or Mergeparty Subsidiary will not:
(i) will (A) conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS Mergeparty or Mergeparty Subsidiary or (B) any Applicable Law on the part of ATSapplicable to Mergeparty or Mergeparty Subsidiary, or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the termination, cancellation or acceleration of any obligation or liability in, or but for any requirement of the giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such termination, cancellation or acceleration inof, any Contractual Obligation Contract or Private Authorization of ATSMergeparty or Mergeparty Subsidiary, except, in the case of clause (B), for such conflicts, breaches, violations, terminations, cancellations or accelerations that would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on Mergeparty; or
(ii) will result in or permit the creation or imposition of any Lien upon any property now owned or leased by Mergeparty or Mergeparty Subsidiary except for such Liens that would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on Mergeparty or Mergeparty Subsidiary; or
(iii) require ATS to make or obtain any Governmental Authorization, Authorization or Governmental Filing or Private Authorization including without limitation except for (A) the FCC Consents, (B) filings under the FCAXxxx-Xxxxx-Xxxxxx Act, (C) the filing with the Commission of such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (D) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which American is qualified to do business and (E) such other Governmental Authorizations and Governmental Filings the failure of which to be made or obtained would, individually or in the aggregate, not be reasonably likely to have a Material Adverse Effect on American.
(e) Mergeparty Subsidiary was formed solely for the purpose of engaging in the transactions contemplated by this Agreement and has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Radio Systems Corp /Ma/)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS Each Evergreen Party is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and organization, has all requisite corporate power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted.
(b) ATS Each Evergreen Party has all requisite corporate power and corporate authority necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions; and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATSeach Evergreen Party. This Agreement has been duly executed and delivered by ATS each Evergreen Party and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions which any Evergreen Party becomes a party will, when executed and delivered by ATS will such Evergreen Party, constitute, legal, the legally valid and binding obligations obligation of ATSsuch Evergreen Party, enforceable against such Evergreen Party in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity.
(c) Except for matters which would have no material adverse effect on ATSas set forth in Section 3.1(c) of the Evergreen Disclosure Schedule, neither the execution and delivery by ATS each Evergreen Party of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation by ATS each Evergreen Party of the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATSeach Evergreen Party:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS any Evergreen Party or any Applicable Law on the part of ATSany Evergreen Party, or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of ATSEvergreen Material Agreement; or
(ii) will require ATS any Evergreen Party to make or obtain any Governmental Authorization, Governmental Filing or Private Authorization including without limitation Authorization, except for the FCC Consents, filings under the FCAXxxx-Xxxxx-Xxxxxx Act and Private Authorizations the failure of which to be obtained or maintained would not, individually or in the aggregate, have a Material Adverse Effect on Evergreen.
(d) Evergreen Parent does not have any direct or indirect Subsidiaries or other Affiliates which own or have any interest in the Evergreen Station or any of the Evergreen Assets other than the other Evergreen Parties.
Appears in 1 contract
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS Gearon is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and organization, has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted.
(b) ATS Gearon has all requisite corporate power and authority (corporate authority and other) and has in full force and effect all Governmental Authorizations and Private Authorizations necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions; and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATSGearon, including without limitation by the requisite approval of the stockholders of Gearon. This Agreement has been duly executed and delivered by ATS Gearon and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions when executed and delivered by ATS Gearon will constitute, legal, valid and binding obligations of ATSGearon, enforceable in accordance with their respective terms, except as such enforceability may be limited by subject to bankruptcy, moratorium, insolvency insolvency, reorganization, arrangement, voidable preference, fraudulent conveyance and other similar laws relating to or affecting the rights and remedies of creditors and except as the obligations same may be subject to the effect of debtors generally and by general principles of equity.
(c) Except for matters which would have no material adverse effect on ATSas set forth in Section 4.1(c) of the Gearon Disclosure Schedule, neither the execution and delivery by ATS Gearon of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation by ATS of the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATSGearon:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS Gearon or any Applicable Law on the part of ATSLaw, or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of ATSGearon; or
(ii) will require ATS Gearon to make or obtain any Governmental Authorization, Governmental Filing or Private Authorization including without limitation under the FCA, except as required by the Xxxx-Xxxxx-Xxxxxx Act.
(d) Except as set forth in Section 4.1(d) of the Gearon Disclosure Schedule, Gearon does not have any Subsidiaries.
Appears in 1 contract
Samples: Merger Agreement (American Radio Systems Corp /Ma/)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS A. Windward is a corporation limited partnership duly organizedformed, validly existing and in good standing under the laws of its jurisdiction the State of incorporation Delaware. Each of WCL, WCI and Acquisition Sub is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware.
B. Each of Windward, WCL, WCI and Acquisition Sub has all requisite power and authority (corporate and other) and, other than the filing and termination of the waiting period pursuant to own or hold under lease its properties the HSR Act, the filing of the Certificates of Merger are required by the CCC and to conduct its business the DLLA, and as now conducted.
(bset forth in Section 4.1(B) ATS of the Windward Disclosure Schedule, has in full force and effect all requisite corporate power Governmental Authorizations and corporate authority necessary Private Authorizations in order to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or and to consummate the Merger and the Transactions; , and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATSaction. This Agreement has been duly executed and delivered by ATS each of Windward, WCL, WCI and Acquisition Sub and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions Merger and the Transactions, when executed and delivered by ATS Windward, WCL, WCI and Acquisition Sub will constitute, legal, valid and binding obligations of ATSthe Windward, WCL, WCI and Acquisition Sub, enforceable in accordance with their respective terms, except as such enforceability may be limited by subject to bankruptcy, moratorium, insolvency and insolvency, reorganization, arrangement, voidable preference, fraudulent conveyance or other similar laws relating to or affecting the rights of creditors, and remedies except as the same may be subject to the effect of creditors and the obligations of debtors generally and by general principles of equity.
(cC. Except as set forth in Section 4.1(C) Except for matters which would have no material adverse effect on ATSof the Windward Disclosure Schedule, neither the execution and delivery by ATS of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation by ATS of the Merger or the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATSthe Windward, WCL, WCI or Acquisition Sub:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS or any Applicable Law on the part of ATSWindward, WCL, WCI or Acquisition Sub or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of ATS; Windward, WCL, WCI or Acquisition Sub, or
(ii) will require ATS to make or obtain any Governmental Authorization, Authorization or Governmental Filing or Private Authorization including without limitation under and filing requirements except the FCAfiling of the Certificates of Merger as required by the CCC and the DLLA, and compliance with the HSR Act.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mobile Services Group Inc)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS Each of Mergeparty and Mergeparty Subsidiary is a corporation duly organizedincorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation organization and has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted and as presently proposed to be conducted. Each of Mergeparty and Mergeparty Subsidiary is duly qualified and in good standing as a foreign corporation in each other jurisdiction (as shown on Section 5.1(a) of the Mergeparty Disclosure Schedule) in which the character of the property owned or leased by it or the nature of its business or operations requires such qualification, with full power and authority (corporate and other) to carry on the business in which it is engaged, except in such jurisdictions where the failure to be so qualified and in good standing, individually or in the aggregate, is not reasonably likely to have a Material Adverse Effect on Mergeparty.
(b) ATS Each of Mergeparty and Mergeparty Subsidiary has all requisite corporate power and authority (corporate authority necessary and other) to enable it to execute execute, deliver and deliver, and to perform its obligations under, under this Agreement and each Collateral Document executed or required to be executed by it Mergeparty and/or Mergeparty Subsidiary pursuant hereto or thereto or to consummate the Transactions; Merger and the other transactions contemplated hereby and thereby, and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATSMergeparty and/or Mergeparty Subsidiary, and no other corporate proceedings on the part of Mergeparty and/or Mergeparty Subsidiary are necessary to authorize this Agreement or the transactions contemplated hereby or to consummate the Merger or the other transactions so contemplated. This Agreement has been duly executed and delivered by ATS each of Mergeparty and Mergeparty Subsidiary and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions Merger when executed and delivered by ATS Mergeparty and/or Mergeparty Subsidiary will constitute, legal, a valid and binding obligations obligation of ATSMergeparty and/or Mergeparty Subsidiary, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity. As of the date hereof, the Boards of Directors of each of Mergeparty and Mergeparty Subsidiary, at meetings duly called and held at which a quorum was present throughout, have unanimously approved the Merger and this Agreement. The Board of Directors of Mergeparty has, as the sole stockholder of Mergeparty Subsidiary, approved and adopted this Agreement and the Merger, and the transactions contemplated hereby.
(c) Except for matters which would have no material adverse effect on ATSAt the time of execution of this Agreement, neither Mergeparty and all of its Affiliates or "associates" (as defined in the execution Exchange Act) collectively beneficially own less than 5% of the outstanding shares of American Common Stock.
(d) The execution, delivery and delivery performance by ATS each of Mergeparty and/or Mergeparty Subsidiary of this Agreement or and any Collateral Document executed or required to be executed by it such party pursuant hereto or thereto, nor do not, and the consummation by ATS Mergeparty Subsidiary of the Transactions, nor Merger and the other transactions hereby and thereby and compliance with the terms, conditions and provisions hereof or thereof by ATSMergeparty and/or Mergeparty Subsidiary will not:
(i) will (A) conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS Mergeparty or Mergeparty Subsidiary or (B) any Applicable Law on the part of ATSapplicable to Mergeparty or Mergeparty Subsidiary, or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the termination, cancellation or acceleration of any obligation or liability in, or but for any requirement of the giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such termination, cancellation or acceleration inof, any Contractual Obligation Contract or Private Authorization of ATSMergeparty or Mergeparty Subsidiary, except, in the case of clause (B), for such conflicts, breaches, violations, terminations, cancellations or accelerations that would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on Mergeparty; or
(ii) will result in or permit the creation or imposition of any Lien upon any property now owned or leased by Mergeparty or Mergeparty Subsidiary except for such Liens that would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on Mergeparty or Mergeparty Subsidiary; or
(iii) require ATS to make or obtain any Governmental Authorization, Authorization or Governmental Filing or Private Authorization including without limitation except for (A) the FCC Consents, (B) filings under the FCAHart-Xxxxx-Xxxxxx Xxx, (C) the filing with the Commission of such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (D) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which American is qualified to do business and (E) such other Governmental Authorizations and Governmental Filings the failure of which to be made or obtained would, individually or in the aggregate, not be reasonably likely to have a Material Adverse Effect on American.
(e) Mergeparty Subsidiary was formed solely for the purpose of engaging in the transactions contemplated by this Agreement and has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated by this Agreement.
Appears in 1 contract
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS Each of ATC and ATI is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and organization, has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conductedconducted and is duly qualified and in good standing as a foreign corporation in each other jurisdiction in which the character of the property owned or leased by it or the nature of its business or operations requires such qualification, except for such qualifications the failure of which to obtain, individually or in the aggregate, would not have a Material Adverse Effect on ATC.
(b) ATS Each of ATC and ATI has all requisite corporate power and authority (corporate authority and other) necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or and to consummate the Transactions; and the execution, delivery and performance by ATC and ATI of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATSATC and ATI. This Agreement has been duly executed and delivered by ATS ATC and ATI and constitutes, and each Collateral Document executed or required to be executed by it each of them pursuant hereto or thereto or to consummate the Transactions when executed and delivered by ATS ATC and ATI will constitute, legal, valid and binding obligations of ATSeach of ATC and ATI, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws Laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity.
(c) Except for matters which would have no material adverse effect on ATSto the extent necessary under their credit facilities, neither the execution and delivery by ATS ATC and ATI of this Agreement or any Collateral Document executed or required to be executed by it each of them pursuant hereto or thereto, nor the consummation by ATS of the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATSATC and ATI:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS ATC or ATI or any material Applicable Law on the part of ATSLaw, or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation material agreement of ATSATC or ATI; or
(ii) will require ATS ATC or ATI to make or obtain any Governmental Authorization, Governmental Filing or Private Authorization including without limitation Authorization, except (A) filings contemplated by the Registration Rights Agreement, (B) filings under the FCAXxxx-Xxxxx-Xxxxxx Act, (C) for FCC approvals, (D) the filing with the SEC of (I) the ATC Registration Statement and (II) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (E) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which ATI is qualified to do business, (F) the filing of a Supplemental Listing Application with the New York Stock Exchange, and (G) such other Governmental Authorizations, Governmental Filings and Private Authorizations the failure of which to be made or obtained would not, individually or in the aggregate, have a Material Adverse Effect on ATC.
Appears in 1 contract
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS The Company: (i) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and incorporation; (ii) has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted and as presently proposed to be conducted; and (iii) except as set forth in Section 4.1(a) of the Company Disclosure Schedule, is duly qualified and is authorized to do business and is in good standing as a foreign corporation in each jurisdiction (a true, accurate and complete list of which is set forth in Section 4.1(a) of the Company Disclosure Schedule) in which the character of its property or the nature of its business or operations requires such qualification or authorization, and in which the failure to be so qualified would have a Material Adverse Effect on the Company.
(b) ATS The Company has all requisite corporate power and authority (corporate authority necessary and other), and has in full force and effect all Governmental Authorizations and Private Authorizations except for those set forth in Section 4.1(b) of the Company Disclosure Schedule that must be obtained prior to the Closing Date, in order to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or and to consummate the Merger and the Transactions; and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATSthe Company, except that the Company Stockholders have not heretofore approved the Merger and the Transactions. This Agreement has been duly executed and delivered by ATS the Company and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions Merger and the Transactions, when executed and delivered by ATS the Company, will constitute, legal, valid and binding obligations of ATSthe Company, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity. The affirmative vote or action by written consent of a majority of the votes that the holders of the outstanding shares of Company Common Stock are entitled to cast is the only vote of the holders of any class or series of the capital stock of the Company necessary to approve the Merger and the Transactions under Applicable Law and the Company's Organic Documents. To the knowledge of the Company, the provisions of Section 1203 of the CGCL will not apply to this Agreement, the Merger or the Transactions.
(c) Except for matters which would have no material adverse effect on ATSas set forth in Section 4.1(c) of the Company Disclosure Schedule, neither the execution and delivery by ATS of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation by ATS of the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATSthe Company:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS or any Applicable Law on the part of ATSthe Company, or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability inunder, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration inunder, any Contractual Obligation of ATSthe Company, except for such conflicts, breaches, violations, defaults or permitted accelerations as would not, individually or in the aggregate, have an Adverse Effect on the Company; or
(ii) will require ATS the Company to make or obtain any Governmental Authorization, Governmental Filing or Private Authorization including without limitation Authorization, except for (x) the FCC Consents, the California Proceedings, filings under the FCAHart-Scott-Rodino Act and Xxxxxxx Authorizations, and (y) other filing requirements under Applicable Law in connection with the Merger and the Transactions the failure of which to be obtained or maintained would not, individually or in the aggregate, have an Adverse Effect on the Company.
(d) The Company does not have any direct or indirect Subsidiaries.
Appears in 1 contract
Samples: Merger Agreement (American Radio Systems Corp /Ma/)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and organization, has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conductedconducted and is duly qualified and in good standing as a foreign corporation in each other jurisdiction in which the character of the property owned or leased by it or the nature of its business or operations requires such qualification, except for such qualifications the failure of which to obtain, individually or in the aggregate, would not have a Material Adverse Effect on ATS.
(b) ATS has all requisite corporate power and authority (corporate authority and other) and has in full force and effect all Governmental Authorizations and Private Authorizations necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or and to consummate the TransactionsTransactions to which ATS is a party; and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATS, including without limitation by the requisite approval of ARS, as the sole stockholder of ATS, and no other corporate proceedings on the part of ATS are necessary to authorize this Agreement or the transactions contemplated hereby or to consummate the Merger or the other transactions so contemplated. This Agreement has been duly executed and delivered by ATS and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions when executed and delivered by ATS will constitute, legal, valid and binding obligations of ATS, enforceable in accordance with their respective terms, except as such enforceability may be limited by subject to bankruptcy, moratorium, insolvency insolvency, reorganization, arrangement, voidable preference, fraudulent conveyance and other similar laws relating to or affecting the rights and remedies of creditors and except as the obligations same may be subject to the effect of debtors generally and by general principles of equity.
(c) Except for matters which would have no material adverse effect on ATSas set forth in Section 5.1(c) of the ATS Disclosure Schedule, neither the execution and delivery by ATS of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation by ATS of the TransactionsTransactions by ATS, nor compliance with the terms, conditions and provisions hereof or thereof by ATS:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS or any Applicable Law on the part of ATSLaw, or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation Material Agreement of ATS; or
(ii) will require ATS to make or obtain any Governmental Authorization, Governmental Filing or Private Authorization including without limitation under the FCA, except as required by the Hart-Scott-Rodino Act and other than any of the forxxxxxx xxxx xxxx been obtained.
(d) Except as set forth in Section 5.1(d) of the ATS Disclosure Schedule, ATS does not have any Subsidiaries, each of which is (i) wholly-owned unless noted otherwise in Section 5.1(d) of the ATS Disclosure Schedule, (ii) an Entity which is duly organized, validly existing and in good standing under the laws of the respective state of organization, and (iii) duly qualified and in good standing as a foreign corporation or other Entity in each other jurisdiction in which the character of the property owned or leased by it or the nature of its business or operations requires such qualification, with full power and authority (corporate and other) to carry on the business in which it is engaged, except for such qualifications the failure of which to obtain, individually or in the aggregate, would not have a Material Adverse Effect on ATS. ATS owns, directly or indirectly, all of the outstanding capital stock and equity interests of each Subsidiary, free and clear of all Liens (except for Permitted Liens or except as set forth on Section 5.1(d) of the ATS Disclosure Schedule), and all such stock or other equity interests has been duly authorized and validly issued and is fully paid and nonassessable. There are no outstanding Option Securities or Convertible Securities, or agreements or understandings of any nature whatsoever, relating to the authorized and unissued or outstanding capital stock or equity interests of any Subsidiary of ATS, except as set forth in Section 5.1(d) of the ATS Disclosure Schedule with respect to the noncorporate Subsidiaries of ATS.
Appears in 1 contract
Samples: Merger Agreement (American Radio Systems Corp /Ma/)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS ATC is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and organization, has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conductedconducted and is duly qualified and in good standing as a foreign corporation in each other jurisdiction (as shown on Section 4.1(a) of the ATC Disclosure Schedule) in which the character of the property owned or leased by it or the nature of its business or operations requires such qualification, except for such qualifications the failure of which to obtain, individually or in the aggregate, would not have a Material Adverse Effect on ATC.
(b) ATS ATC has all requisite corporate power and authority (corporate authority and other) and has in full force and effect all Governmental Authorizations and Private Authorizations necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or and to consummate the TransactionsTransactions to which ATC is a party; and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATSATC, other than the approval of the stockholders of ATC, and no other corporate proceedings on the part of ATC are necessary to authorize this Agreement or the transactions contemplated hereby or to consummate the Merger or the other transactions so contemplated (other than, with respect to the Merger, the ATC Required Vote). This Agreement has been duly executed and delivered by ATS ATC and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions when executed and delivered by ATS ATC will constitute, legal, valid and binding obligations of ATSATC, enforceable in accordance with their respective terms, except as such enforceability may be limited by subject to bankruptcy, moratorium, insolvency insolvency, reorganization, arrangement, voidable preference, fraudulent conveyance and other similar laws relating to or affecting the rights and remedies of creditors and except as the obligations same may be subject to the effect of debtors generally and by general principles of equity. The provisions of Section 203 of the DCL will not apply to ATC by reason of this Agreement or the Merger. As of the date hereof, the Board of Directors of ATC, at a meeting duly called and held at which a quorum was present throughout, has approved the Merger and this Agreement, and has recommended that the ATC stockholders approve and adopt this Agreement and the transactions contemplated hereby, including without limitation the Merger and the ATC Voting Agreement and the acquisition by ATS of the "beneficial" ownership contemplated thereby.
(c) Except for matters which would have no material adverse effect on ATSas set forth in Section 4.1(c) of the ATC Disclosure Schedule, neither the execution and delivery by ATS ATC of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation by ATS of the TransactionsTransactions by ATC, nor compliance with the terms, conditions and provisions hereof or thereof by ATSATC:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS ATC or any Applicable Law on the part of ATSLaw, or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation Material Agreement of ATSATC; or
(ii) will require ATS ATC to make or obtain any Governmental Authorization, Governmental Filing or Private Authorization including without limitation under the FCA, except as required by the Hart-Scott-Rodino Act and other than any of the forxxxxxx xxxx xxxx been obtained.
(d) Except as set forth in Section 4.1(d) of the ATC Disclosure Schedule, ATC does not have any Subsidiaries, each of which is (i) wholly-owned unless noted otherwise in Section 4.1(d) of the ATC Disclosure Schedule, (ii) a corporation which is duly organized, validly existing and in good standing under the laws of the respective state of incorporation set forth opposite its name on Section 4.1(d) of the ATC Disclosure Schedule, and (iii) duly qualified and in good standing as a foreign corporation in each other jurisdiction (as shown on Section 4.1(d) of the ATC Disclosure Schedule) in which the character of the property owned or leased by it or the nature of its business or operations requires such qualification, with full power and authority (corporate and other) to carry on the business in which it is engaged, except for such qualifications the failure of which to obtain, individually or in the aggregate, would not have a Material Adverse Effect on ATC. ATC owns, directly or indirectly, all of the outstanding capital stock and equity interests (as shown in Section 4.1(d) of the ATC Disclosure Schedule) of each Subsidiary, free and clear of all Liens (except for Permitted Liens or except as described in the notes to the ATC Financial Statements or set forth in Section 4.1(d) of the ATC Disclosure Schedule), and all such stock or other equity interests has been duly authorized and validly issued and is fully paid and nonassessable. There are no outstanding Option Securities or Convertible Securities, or agreements or understandings of any nature whatsoever, relating to the authorized and unissued or outstanding capital stock or equity interests of any Subsidiary of ATC.
Appears in 1 contract
Samples: Merger Agreement (American Radio Systems Corp /Ma/)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS Seller and each Seller Subsidiary is a corporation or partnership duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and organization, has all requisite power and authority (corporate corporate, partnership and other) to own or hold under lease its properties and to conduct its business as now conducted.
(b) ATS Seller and each Seller Subsidiary has all requisite corporate or partnership, power and corporate authority and has in full force and effect all Governmental Authorizations and Private Authorizations, except for those set forth in Section 3.1(b) of the Seller Disclosure Schedule or those the failure of which to obtain do not and will not have, individually or in the aggregate, any material Adverse effect on Seller or any Seller Subsidiary, necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions; and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it and each Seller Subsidiary pursuant hereto or thereto have been duly authorized by all requisite corporate corporate, partnership or other action on the part of ATSSeller and each Seller Subsidiary. This Agreement has been duly executed and delivered by ATS Seller and each Seller Subsidiary and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions when executed and delivered by ATS Seller and each Seller Subsidiary will constitute, legal, valid and binding obligations of ATSSeller and each Seller Subsidiary, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity.
(c) Except as set forth in Section 3.1(c) of the Seller Disclosure Schedule, and except for matters which would have no material adverse Adverse effect on ATSSeller or any Seller Subsidiary, neither the execution and delivery by ATS Seller and each Seller Subsidiary of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation by ATS Seller and each Seller Subsidiary of the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATSSeller and each Seller Subsidiary:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS Seller or any Seller Subsidiary or any Applicable Law on the part of ATSLaw, or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of ATSSeller or any Seller Subsidiary, other than those constituting Seller Nonassumed Obligations; or
(ii) will require ATS Seller to make or obtain any Governmental Authorization, Governmental Filing or Private Authorization including without limitation under the FCA, except for filings under the Xxxx- Xxxxx-Xxxxxx Act and the filings described in Section 3.1(c) of the Seller Disclosure Schedule.
(d) Seller and the Seller Subsidiaries are the only Persons which own or have owned any interest in any of the Seller Assets or any aspect of the Seller Business other than those set forth on Section 3.1(d) of the Seller Disclosure Schedule.
Appears in 1 contract
Samples: Asset Purchase Agreement (American Tower Systems Corp)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS Each of ATC and ATI is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and DCL, has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conductedconducted and is duly qualified and in good standing as a foreign corporation in each other jurisdiction in which the character of the property owned or leased by it or the nature of its business or operations requires such qualification, except for such qualifications the failure of which to obtain, individually or in the aggregate, have not had and will not have a material adverse effect on ATC.
(b) ATS Each of ATC and ATI has all requisite corporate power and authority (corporate authority and other) and has in full force and effect all Governmental Authorizations and Private Authorizations necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or and to consummate the Transactions; and the execution, delivery and performance by ATC and ATI of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATSATC and ATI. This Agreement has been duly executed and delivered by ATS ATC and ATI and constitutes, and each Collateral Document executed or required to be executed by it each of them pursuant hereto or thereto or to consummate the Transactions when executed and delivered by ATS ATC and ATI will constitute, legal, valid and binding obligations of ATSeach of ATC and ATI, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws Laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity.
(c) Except for matters which would have no material adverse effect on ATSto the extent necessary under their credit facilities, neither the execution and delivery by ATS ATC and ATI of this Agreement or any Collateral Document executed or required to be executed by it each of them pursuant hereto or thereto, nor the consummation by ATS of the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATSATC and ATI:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS ATC or ATI or any Applicable Law on the part of ATSLaw, or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of ATSATC or ATI; or
(ii) will require ATS ATC or ATI to make or obtain any Governmental Authorization, Governmental Filing or Private Authorization including without limitation Authorization, except (A) filings contemplated by the Registration Rights Agreement, (B) filings under the FCAHart-Scott-Rodino Act, (C) xxx Xxxxral Aviation Administration and the Federal Communications Commission approvals, (D) the filing with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (E) the filing of the Certificate of Merger with the Delaware Secretary of State, and appropriate documents with the relevant authorities of other states in which ATI is qualified to do business, and (F) such other Governmental Authorizations, Governmental Filings, and Private Authorizations the failure of which to be made or obtained would not, individually or in the aggregate, have a material adverse effect on ATC.
Appears in 1 contract
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS American is a corporation duly organizedincorporated, validly existing and in good standing under the laws of its jurisdiction the State of incorporation Delaware and has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted and as presently proposed to be conducted. American is duly qualified and in good standing as a foreign corporation in each other jurisdiction (as shown on Section 4.1(a) of the American Disclosure Schedule) in which the character of the property owned or leased by it or the nature of its business or operations requires such qualification, with full power and authority (corporate and other) to carry on the business in which it is engaged, except in such jurisdictions where the failure to be so qualified or in good standing, individually or in the aggregate, is not reasonably likely to have a Material Adverse Effect on American.
(b) ATS Each of American and its Subsidiaries has all requisite corporate power and authority (corporate authority necessary and other) to enable it to execute execute, deliver and deliver, and to perform its obligations under, under this Agreement and each Collateral Document executed or required to be executed by it such party pursuant hereto or thereto or and to consummate the Transactions; Merger and the other transactions contemplated hereby and thereby, and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATSAmerican and its Subsidiaries, other than the approval of the holders of shares of American Common Stock contemplated by Section 4.13, and no other corporate proceedings on the part of American or any of its Subsidiaries are necessary to authorize this Agreement or the transactions contemplated hereby or to consummate the Merger or the other transactions so contemplated (other than, with respect to the Merger, the Required Vote and with respect to the Tower Merger, the Required Tower Vote). This Agreement has been duly executed and delivered by ATS American and constitutes, and each Collateral Document executed or required to be executed by it American and its Subsidiaries pursuant hereto or thereto or to consummate the Transactions Merger when executed and delivered by ATS American and its Subsidiaries, as applicable, will constitute, legal, a valid and binding obligations obligation of ATSAmerican and its Subsidiaries, as applicable, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity. As of the date hereof, the Board of Directors of American, at a meeting duly called and held at which a quorum was present throughout, has approved the Merger and this Agreement, and the Tower Merger and the Tower Merger Agreement, and has recommended that the holders of shares of American Common Stock approve and adopt this Agreement, the Tower Merger Agreement and the transactions contemplated hereby and thereby, including without limitation the Merger and the Tower Merger.
(c) Except for matters which would have no material adverse effect on ATSThe execution, neither the execution delivery and delivery performance by ATS American and its Subsidiaries, as applicable, of this Agreement or and any Collateral Document executed or required to be executed by it such parties pursuant hereto or theretothereto do not, nor and the consummation by ATS American of the TransactionsMerger and the other transactions contemplated hereby and thereby, nor and compliance with the terms, conditions and provisions hereof or thereof by ATSsuch parties will not:
(iA) will Except as set forth in Section 4.1(c) of the American Disclosure Schedule, conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS American or any Applicable Law on the part of ATSits Subsidiaries, as applicable, or will (B) conflict with, or result in a breach or violation of, or constitute a default under, or permit the termination, cancellation or acceleration of any obligation or liability in, or but for any requirement of the giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such termination, cancellation or acceleration inof, any Contractual Obligation agreement, arrangement, contract, undertaking, understanding, Applicable Law or other obligation or Private Authorization of ATSAmerican or its Subsidiaries, as applicable, except, in the case of clause (B), for such conflicts, breaches, violations, terminations, cancellations, defaults or accelerations that would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on American; or
(ii) will result in or permit the creation or imposition of any Lien upon any property now owned or leased by American except for such Liens that would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on American; or
(iii) require ATS to make or obtain any Governmental Authorization, Authorization or Governmental Filing or Private Authorization including without limitation except for (A) the FCC Consents, (B) filings under the FCAXxxx-Xxxxx-Xxxxxx Act, (C) the filing with the Commission of (I) the Proxy Statement, (II) the Tower Proxy Statement, (III) the Registration Statement and (IV) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (D) the filing of the Certificate of Merger and a certificate of merger relating to the Tower Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which American is qualified to do business and (E) such other Governmental Authorizations and Governmental Filings the failure of which to be made or obtained would not be individually or in the aggregate, reasonably likely to have a Material Adverse Effect on American.
(d) American does not have any direct or indirect Subsidiaries other than those set forth on Section 4.1(d) of the American Disclosure Schedule (read without the last three lines of the first page thereof) (and other than ATS Mergercorp, American Tower, American Tower Systems (Delaware), Inc., ATS Xxxxxxx, LLC, Tower, LLC and Communications Systems Development, LLC). Each direct or indirect Subsidiary of American (and other than ATS Mergercorp, American Tower, American Tower Systems (Delaware), Inc., ATS Xxxxxxx, LLC, Tower, LLC and Communications Systems Development, LLC) is (i) wholly-owned unless noted otherwise in Section 4.1(d) of the American Disclosure Schedule, (ii) a corporation which is duly organized, validly existing and in good standing under the laws of the respective state of incorporation set forth opposite its name on Section 4.1(d) of the American Disclosure Schedule, and (iii) duly qualified and in good standing as a foreign corporation in each other jurisdiction (as shown on Section 4.1(d) of the American Disclosure Schedule) in which the character of the property owned or leased by it or the nature of its business or operations requires such qualification, with full power and authority (corporate and other) to carry on the business in which it is engaged, except where the failure to be so qualified or in good standing, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect on American. American owns, directly or indirectly, all of the outstanding capital stock and equity interests (as shown in Section 4.1(d) of the American Disclosure Schedule) of such Subsidiaries, free and clear of all Liens (except as set forth in the American Financial Statements or Section 4.1(d) of the American Disclosure Schedule), and all such stock has been duly authorized and validly issued and is fully paid and nonassessable. There are no outstanding Option Securities or Convertible Securities, or agreements or understandings of any nature whatsoever, relating to the authorized and unissued or outstanding capital stock of such Subsidiaries (except as set forth in the American Financial Statements or Section 4.1(d) of the American Disclosure Schedule.
(e) Each of ATS Mergercorp and American Tower is (i) a wholly-owned subsidiary of American (in the case of American Tower, as of the date hereof) and (ii) a corporation which is duly organized, validly existing and in good standing under the DCL. American owns, directly or indirectly, all of the outstanding capital stock and equity interests of each of ATS Mergercorp and American Tower, free and clear of all Liens, subject, in the case of ATS Mergercorp, to the receipt of Amendment No. 2 to American's Credit Agreements referred to in Section 4.1(d) of the American Disclosure Schedule, a copy of which has been delivered to Mergeparty prior to the date hereof, and all such stock has been duly authorized and validly issued, is fully paid and nonassessable and is not subject to any preemptive or similar rights. There are no outstanding Option Securities or Convertible Securities, or agreements or understandings of any nature whatsoever, relating to the authorized and unissued outstanding capital stock of such Subsidiaries (except, with respect to American Tower, pursuant to the following: (i) the Agreement and Plan of Merger, dated as of December 12, 1997 (the "ATC Merger Agreement"), by and between American Tower and American Tower Corporation, an unaffiliated Delaware corporation, a copy of which has been delivered to Mergeparty prior to the date hereof, (ii) the Agreement and Plan of Merger, dated as of November 21, 1997, by and among American Tower, American Tower Systems (Delaware), Inc., Gearon & Co., Inc., and J. Xxxxxxx Xxxxxx, Xx., a copy of which has been delivered to Mergeparty prior to the date hereof, (iii) the proposed issue and sale of shares of Tower Common Stock to certain officers and directors of American Tower (and their affiliates) for an aggregate consideration of approximately $80,000,000, (iv) employee stock options outstanding to purchase shares of American Tower Systems (Delaware), Inc. which will be converted into options to acquire Tower Common Stock, and (v) as contemplated by Section 6.8(b)). The authorized capital stock of (i) ATS Mergercorp consists of 3,000 shares of common stock, par value $.01 per share (the "ATS Mergercorp Common Stock"), and (ii) American Tower consists of 20,000,000 shares of preferred stock, 200,000,000 shares of Tower Class A Common, 50,000,000 shares of Tower Class B Common, and 10,000,000 shares of Tower Class C Common, and the terms of the Restated Certificate of Incorporation of American Tower, a copy of which has been delivered to Mergeparty prior to the date hereof, relating to each of the shares of Tower Class A Common, Tower Class B Common and Tower Class C Common (other than those relating to the number of authorized shares) are identical to the terms of the Restated Certificate of Incorporation of American as in effect on the date of the Original Merger Agreement relating to the shares of American Class A Common, American Class B Common and American Class C Common, respectively, except for the following terms: (i) terms which permit dividends and other distributions of securities of Persons other than American Tower (including Subsidiaries of American Tower) to be made in the form of different classes of securities of such Persons, (ii) terms which provide that if a holder of Tower Common Stock grants a proxy, whether revocable or irrevocable, and whether general or specific to a particular transaction, the granting of such proxy does not constitute a transfer for purposes of requiring conversion of Tower Class B Common to Tower Class A Common, (iii) terms which permit any CEA Holder (as defined in the Restated Certificate of Incorporation of American Tower) to convert shares of Tower Class C Common Stock into shares of Tower Class A Common Stock upon approval of the Board of Directors of American Tower, and (iv) terms clarifying the fact that holders of Tower Class A Common Stock and Tower Class B Common Stock vote as a single class on all matters submitted for a stockholder vote, including, notwithstanding the first sentence of Section 242(b)(2) of the DCL, any amendment of the Restated Certificate of Incorporation of American Tower which would increase or decrease the number of authorized shares of any class of Tower Common Stock. The number of shares of American Tower which are authorized and outstanding and owned by American is equal to the number of authorized and outstanding shares of American Common Stock and the number of shares of American Common Stock issuable upon the exercise of Option Securities and upon the conversion of Convertible Securities (except with respect to shares of American Common Stock subject to American Options set forth on Schedule 4.1(e) to this Agreement which are held by Tower Employees who have stated that they will enter into definitive agreements to have such American Options assumed by American Tower and converted into options to acquire Tower Common Stock in accordance with Section 6.8(b)).
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Radio Systems Corp /Ma/)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS The Company:
(i) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and as set forth in Section 3.1(a) of the Disclosure Schedule ,
(ii) has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted and as presently proposed to be conducted, and has in full force and effect all Governmental Authorizations and Private Authorizations and has made all Governmental Filings, to the extent required for such ownership and lease of its property and conduct of its business, and
(iii) has duly qualified and is authorized to do business and is in good standing as a foreign corporation in each jurisdiction (a true and correct list of which is set forth in Section 3.1(a) of the Disclosure Schedule) in which the character of its property or the nature of its business or operations requires such qualification or authorization, except to the extent the failure so to qualify or to maintain such authorizations would not have an Adverse Effect.
(b) ATS The Company has all requisite corporate power and authority (corporate authority necessary and other) and has in full force and effect all Governmental Authorizations and Private Authorizations in order to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or and to consummate the Transactions; Merger and the Transactions. The execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on (other than that of the part of ATSStockholders). This Agreement has been duly executed and delivered by ATS the Company and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions Merger and the Transactions, when executed and delivered by ATS the Company or an Affiliate of the Company will constitute, legal, valid and binding obligations of ATSthe Company or such Affiliate, enforceable in accordance with their respective terms, except as such enforceability may be limited by subject to bankruptcy, moratorium, insolvency insolvency, reorganization, arrangement, voidable preference, fraudulent conveyance and other similar laws relating to or affecting the rights and remedies of creditors and except as the obligations same may be subject to the effect of debtors generally and by general principles of equity. The affirmative vote or action by written consent of 51% of the votes the holders of the outstanding shares of the Company are entitled to cast is the only vote of the holders of any class or series of the capital stock of the Company necessary to approve this Agreement, the Merger and the Transactions under Applicable Law and the Company's Organizational Documents.
(c) Except for matters which would have no material adverse effect on ATSas set forth in Section 3.1(c) of the Disclosure Schedule, neither the execution and delivery by ATS of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation by ATS of the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATSthe Company or any of the other parties hereto or thereto which is Affiliated with the Company:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS or any Applicable Law on the part of ATS, the Company or any Subsidiary or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of ATS; orthe Company or any Subsidiary,
(ii) will result in or permit the creation or imposition of any Lien (except to the extent set forth in Section 3.1(c) of the Disclosure Schedule) upon any property now owned or leased by the Company or any such other party, or
(iii) will require ATS to make or obtain any Governmental Authorization, Authorization or Governmental Filing or Private Authorization including without limitation Authorization, except for filing requirements under Applicable Law in connection with the Merger and the Transactions and as the Securities Act and applicable state securities laws may apply to compliance by the Company with the provisions of this Agreement relating to the Financing and registration rights provided for hereunder and except pursuant to the HSR Act. (if applicable).
(d) The Company does not have any Subsidiaries other than those listed on Section 3.1(d) of the Disclosure Schedule. Each Subsidiary so listed is wholly-owned, is a corporation which is duly organized, validly existing and in good standing under the FCAlaws of the respective state of incorporation set forth opposite its name on Section 3.1(d) of the Disclosure Schedule, and is duly qualified and in good standing as a foreign corporation in each other jurisdiction (as shown in Section 3.1(d) of the Disclosure Schedule) in which the character of its property or the nature of its business or operations requires such qualification or authorization, with full power and authority (corporate and other) to carry on the business in which it is engaged. Each Subsidiary has in full force and effect all Governmental Authorizations and Private Authorizations and has made all Governmental Filings, to the extent required for such ownership and lease of its property and conduct of its business. The Company owns all of the outstanding capital stock (as shown on Section 3.1(d) of the Disclosure Schedule) of each Subsidiary, free and clear of all Liens (except to the extent set forth in Section 3.1(d) of the Disclosure Schedule), and all such stock has been duly authorized and validly issued and is fully paid and non-assessable. There are no outstanding Option Securities or Convertible Securities, or agreements or understandings with respect to any of the foregoing, of any nature whatsoever relating to the authorized and unissued or the outstanding capital stock of any Subsidiary.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Call Points Inc)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS American is a corporation duly organizedincorporated, validly existing and in good standing under the laws of its jurisdiction the State of incorporation and Delaware.
(b) American has all requisite power and authority (corporate and other) to own or hold under lease its properties execute, deliver and to conduct its business as now conducted.
(b) ATS has all requisite corporate power and corporate authority necessary to enable it to execute and deliver, and to perform its obligations under, under this Agreement and each Collateral Document executed or required to be executed by it such party pursuant hereto or thereto or and to consummate the Transactions; transactions contemplated hereby and thereby, and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATSAmerican and its Subsidiaries, other than the Tower Subsidiaries, and no other corporate proceedings on the part of American or any of such Subsidiaries are necessary to authorize this Agreement or the transactions contemplated hereby. This Agreement has been duly executed and delivered by ATS American and constitutes, and each Collateral Document executed or required to be executed by it American and its Subsidiaries (other than the Tower Subsidiaries) pursuant hereto or thereto or to consummate the Transactions when executed and delivered by ATS American and such Subsidiaries, as applicable, will constitute, legal, a valid and binding obligations obligation of ATSAmerican and such Subsidiaries, as applicable, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity. American has heretofore received the requisite consent of the holders of more than a majority of (i) the outstanding shares of American Cumulative Preferred Stock to the Tower Separation in accordance with the Certificate of Designation of the American Cumulative Preferred Stock, (ii) the 9% Senior Subordinated Notes due 2006 to the Tower Separation pursuant to the Merger in accordance with the indenture pursuant to which such notes are outstanding, and (iii) the 9 3/4% Senior Subordinated Notes due 2005 to the Tower Separation pursuant to the Merger in accordance with the indenture pursuant to which such notes are outstanding.
(c) Except for matters which would have no material adverse effect on ATSThe execution, neither the execution delivery and delivery performance by ATS American and its Subsidiaries, as applicable, of this Agreement or and any Collateral Document executed or required to be executed by it such parties pursuant hereto or theretothereto do not, nor and the consummation by ATS American of the Transactionstransactions contemplated hereby and thereby, nor and compliance with the terms, conditions and provisions hereof or thereof by ATSsuch parties will not:
(iA) will Except (x) as set forth in Section 4.1(c) of the American Disclosure Schedule, and (y) for the consent of the banks under its Credit Agreements, dated as of January 24, 1997, with The Bank of New York, as Collateral Agent and Administrative Agent, and the other agents named therein and lenders party thereto to the effectuation of the Tower Separation pursuant to the Tower Merger conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS American or any Applicable Law on the part of ATSits Subsidiaries, as applicable, or will (B) conflict with, or result in a breach or violation of, or constitute a default under, or permit the termination, cancellation or acceleration of any obligation or liability in, or but for any requirement of the giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such termination, cancellation or acceleration inof, any Contractual Obligation agreement, arrangement, contract, undertaking, understanding, Applicable Law or other obligation or Private Authorization of ATSAmerican or its Subsidiaries, as applicable, except, in the case of clause (B), for such conflicts, breaches, violations, terminations, cancellations, defaults or accelerations that would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on American; or
(ii) will result in or permit the creation or imposition of any Lien upon any property now owned or leased by American except for such Liens that would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on American; or
(iii) require ATS to make or obtain any Governmental Authorization, Authorization or Governmental Filing except for (A) the filing with the Commission of (I) the Information Statement and the Registration Statements and (II) such reports under Section 13(a) or Private Authorization including without limitation under 15(d) of the FCAExchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, and (B) such other Governmental Authorizations and Governmental Filings the failure of which to be made or obtained would not be individually or in the aggregate, reasonably likely to have a Material Adverse Effect on American.
Appears in 1 contract
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS American Tower is a corporation duly organizedincorporated, validly existing and in good standing under the laws of its jurisdiction the State of incorporation and Delaware.
(b) American Tower has all requisite power and authority (corporate and other) to own or hold under lease its properties execute, deliver and to conduct its business as now conducted.
(b) ATS has all requisite corporate power and corporate authority necessary to enable it to execute and deliver, and to perform its obligations under, under this Agreement and each Collateral Document executed or required to be executed by it such party pursuant hereto or thereto or and to consummate the Transactions; transactions contemplated hereby and thereby, and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATSAmerican Tower and its Subsidiaries, and no other corporate proceedings on the part of American Tower or any of its Subsidiaries are necessary to authorize this Agreement or the transactions contemplated hereby. This Agreement has been duly executed and delivered by ATS American Tower and constitutes, and each Collateral Document executed or required to be executed by it American Tower and its Subsidiaries pursuant hereto or thereto or to consummate the Transactions when executed and delivered by ATS American Tower and its Subsidiaries, as applicable, will constitute, legal, a valid and binding obligations obligation of ATSAmerican Tower and its Subsidiaries, as applicable, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity.
(c) Except for matters which would have no material adverse effect on ATSThe execution, neither the execution delivery and delivery performance by ATS American Tower and its Subsidiaries, as applicable, of this Agreement or and any Collateral Document executed or required to be executed by it such parties pursuant hereto or theretothereto do not, nor and the consummation by ATS American Tower of the Transactionstransactions contemplated hereby and thereby, nor and compliance with the terms, conditions and provisions hereof or thereof by ATSsuch parties will not:
(i) will (A) conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS American Tower or any Applicable Law on the part of ATSits Subsidiaries, as applicable, or will (B) conflict with, or result in a breach or violation of, or constitute a default under, or permit the termination, cancellation or acceleration of any obligation or liability in, or but for any requirement of the giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such termination, cancellation or acceleration inof, any Contractual Obligation agreement, arrangement, contract, undertaking, understanding, Applicable Law or other obligation or Private Authorization of ATSAmerican Tower or its Subsidiaries, as applicable, except, in the case of clause (B), for such conflicts, breaches, violations, terminations, cancellations, defaults or accelerations that would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on American Tower; or
(ii) will result in or permit the creation or imposition of any Lien upon any property now owned or leased by American Tower except for such Liens that would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on American Tower; or
(iii) require ATS to make or obtain any Governmental Authorization, Authorization or Governmental Filing except for (A) the filing with the Commission of (I) the Information Statement and the Registration Statement and (II) such reports under Section 13(a) or Private Authorization including without limitation under 15(d) of the FCAExchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, and (B) such other Governmental Authorizations and Governmental Filings the failure of which to be made or obtained would not be individually or in the aggregate, reasonably likely to have a Material Adverse Effect on American Tower.
Appears in 1 contract
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS Target is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and organization, has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conductedconducted and is duly qualified and in good standing as a foreign corporation in each other jurisdiction (as shown on Section 4.1(a) of the Target Disclosure Schedule) in which the character of the property owned or leased by it or the nature of its business or operations requires such qualification, except for such qualifications the failure of which to obtain, individually or in the aggregate, would not have a Material Adverse Effect on Target.
(b) ATS Target has all requisite corporate power and authority (corporate authority and other) necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or and to consummate the Transactions; and the execution, delivery and performance by Target of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATSTarget, subject to the requisite approval of the stockholders of Target. The affirmative vote of the holders of shares of Target Common Stock representing a majority of the outstanding voting power of Target Common Stock is the only vote necessary to approve and adopt this Agreement and the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by ATS Target and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions when executed and delivered by ATS Target will constitute, legal, valid and binding obligations of ATSTarget, enforceable in accordance with their respective terms, except as such enforceability may be limited by subject to bankruptcy, moratorium, insolvency insolvency, reorganization, arrangement, voidable preference, fraudulent conveyance and other similar laws Laws relating to or affecting the rights and remedies of creditors and except as the obligations same may be subject to the effect of debtors generally and by general principles of equity. The provisions of Section 203 of the DCL will not apply to ATC by reason of this Agreement or the Merger. The Board of Directors of Target, at a meeting duly called and held at which a quorum was present throughout, has approved the Merger and this Agreement, and has recommended that the Target stockholders approve and adopt this Agreement and the transactions contemplated hereby, including without limitation the Merger and the acquisition by ATC of the "beneficial" ownership contemplated thereby.
(c) Except for matters which would have no material adverse effect on ATSto the extent necessary under the Target Credit Agreements or as set forth in Section 4.1(c) of the Target Disclosure Schedule, neither the execution and delivery by ATS Target of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation by ATS of the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATSTarget:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS Target or any material Applicable Law on the part of ATSLaw, or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation Material Agreement of ATSTarget; or
(ii) will require ATS Target to make or obtain any Governmental Authorization, Governmental Filing or Private Authorization including without limitation Authorization, except (A) filings under the FCAHart-Xxxxx-Xxxxxx Xxx, (B) for FCC approvals, (C) the filing with the SEC of (I) the Target Proxy Statement and (II) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (D) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which Target is qualified to do business, and (E) such other Governmental Authorizations, Governmental Filings and Private Authorizations the failure of which to be made or obtained would not, individually or in the aggregate, have a Material Adverse Effect on Target.
(d) Except as set forth in Section 4.1(d) of the Target Disclosure Schedule, Target does not have any Subsidiaries, each of which, unless noted otherwise in Section 4.1(d) of the Target Disclosure Schedule, is (i) wholly-owned, (ii) a corporation duly organized, validly existing and in good standing under the laws of the respective state of incorporation set forth opposite its name on Section 4.1(d) of the Target Disclosure Schedule, and (iii) duly qualified and in good standing as a foreign corporation in each other jurisdiction (as shown on Section 4.1(d) of the Target Disclosure Schedule) in which the character of the property owned or leased by it or the nature of its business or operations requires such qualification, with full power and authority (corporate and other) to carry on the business in which it is engaged, except for such qualifications the failure of which to obtain, individually or in the aggregate, would not have a Material Adverse Effect on Target. Target owns, directly or indirectly, all of the outstanding capital stock and equity interests (as shown in Section 4.1(d) of the Target Disclosure Schedule) of each Subsidiary, free and clear of all Liens (except under the Target Credit Agreements and as described in the notes to the Target Financial Statements), and all such stock or other equity interests have been duly authorized and validly issued and are fully paid and nonassessable. There are no outstanding Option Securities or Convertible Securities, or agreements or understandings of any nature whatsoever, relating to the authorized and unissued or outstanding capital stock or equity interests of any Subsidiary of Target. Except as the context otherwise requires, the representations and warranties of Target set forth in this Article shall apply to each of such Subsidiaries with the same force and effect as though each of them were named in each Section of this Article.
Appears in 1 contract
Samples: Merger Agreement (Omniamerica Inc)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS Each EXCL Party is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and organization, has all requisite corporate power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted.
(b) ATS Each EXCL Party has all requisite corporate power and corporate authority necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Exchange and the other Transactions; and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATSeach EXCL Party. This Agreement has been duly executed and delivered by ATS each EXCL Party and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Exchange and the other Transactions will, when executed and delivered by ATS will such EXCL Party, constitute, the legal, valid and binding obligations obligation of ATSsuch EXCL Party, enforceable against such EXCL Party in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity.
(c) Except for matters which would have no material adverse effect on ATSas set forth in Section 3.1(c) of the EXCL Disclosure Schedule, neither the execution and delivery by ATS each EXCL Party of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation by ATS each EXCL Party of the Exchange and the other Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATSeach EXCL Party:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS any EXCL Party or any Applicable Law on the part of ATSany EXCL Party, or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of ATSEXCL Material Agreement; or
(ii) will require ATS any EXCL Party to make or obtain any Governmental Authorization, Governmental Filing or Private Authorization including without limitation Authorization, except for the FCC Consents and filings under the FCAHart-Scott-Rodino Act and Private Authorizations, the failure of whxxx xx xe obtained or maintained would not, individually or in the aggregate, have a material adverse effect on EXCL.
(d) Except as set forth on Section 3.1(d) of the EXCL Disclosure Schedule, Latin does not have any direct or indirect Subsidiaries or other Affiliates which own or have any interest in or are a party to any agreement, arrangement or understanding relating to either of the EXCL Stations or any of the EXCL Assets other than the other EXCL Parties. To the extent that any direct or indirect Subsidiaries or other Affiliates of any EXCL Party (other than those which are parties to this Agreement) has any interest in or are a party to any agreement, arrangement or understanding relating to either of the EXCL Stations or any of the EXCL Assets, the EXCL Parties shall cause such other direct or indirect Subsidiaries or other Affiliates to convey such interest to the American Parties as part of the EXCL Assets and will cause any such nonassumed agreement, arrangement or understanding to be terminated or otherwise amended prior to the Closing to the extent necessary to avoid any Lien or Claim against any of the EXCL Assets or either of the EXCL Stations or any transferee liability against either of the American Parties with respect thereto.
Appears in 1 contract
Samples: Asset Exchange Agreement (American Radio Systems Corp /Ma/)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS The Company:
(i) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and as set forth in Section 3.1(a) of the Disclosure Schedule,
(ii) has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted and as presently proposed to be conducted, and has in full force and effect all Governmental Authorizations and Private Authorizations and has made all Governmental Filings, to the extent required for such ownership and lease of its property and conduct of its business, and
(iii) has duly qualified and is authorized to do business and is in good standing as a foreign corporation in each jurisdiction (a true and correct list of which is set forth in Section 3.1(a) of the Disclosure Schedule) in which the character of its property or the nature of its business or operations requires such qualification or authorization, except to the extent the failure so to qualify or to maintain such authorizations would not have an Adverse Effect.
(b) ATS The Company has all requisite corporate power and authority (corporate authority necessary and other) and has in full force and effect all Governmental Authorizations and Private Authorizations in order to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or and to consummate the Transactions; Merger and the Transactions. The execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on (other than that of the part of ATSStockholders). This Agreement has been duly executed and delivered by ATS the Company and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions Merger and the Transactions, when executed and delivered by ATS the Company or an Affiliate of the Company will constitute, legal, valid and binding obligations of ATSthe Company or such Affiliate, enforceable in accordance with their respective terms, except as such enforceability may be limited by subject to bankruptcy, moratorium, insolvency insolvency, reorganization, arrangement, voidable preference, fraudulent conveyance and other similar laws relating to or affecting the rights and remedies of creditors and except as the obligations same may be subject to the effect of debtors generally and by general principles of equity. The affirmative vote or action by written consent of 66 2/3% of the votes the holders of the outstanding shares of the Company are entitled to cast is the only vote of the holders of any class or series of the capital stock of the Company necessary to approve this Agreement, the Merger and the Transactions under Applicable Law and the Company's Organizational Documents.
(c) Except for matters which would have no material adverse effect on ATSas set forth in Section 3.1(c) of the Disclosure Schedule, neither the execution and delivery by ATS of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation by ATS of the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATSthe Company or any of the other parties hereto or thereto which is Affiliated with the Company:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS or any Applicable Law on the part of ATS, the Company or any Subsidiary or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of ATS; orthe Company or any Subsidiary,
(ii) will result in or permit the creation or imposition of any Lien (except to the extent set forth in Section 3.1(c) of the Disclosure Schedule) upon any property now owned or leased by the Company or any such other party, or
(iii) will require ATS to make or obtain any Governmental Authorization, Authorization or Governmental Filing or Private Authorization including without limitation Authorization, except for filing requirements under Applicable Law in connection with the Merger and the Transactions and as the Securities Act and applicable state securities laws may apply to compliance by the Company with the provisions of this Agreement relating to the Financing and registration rights provided for hereunder and except pursuant to the HSR Act. (if applicable).
(d) The Company does not have any Subsidiaries other than those listed on Section 3.1(d) of the Disclosure Schedule. Each Subsidiary so listed is wholly-owned, is a corporation which is duly organized, validly existing and in good standing under the FCAlaws of the respective state of incorporation set forth opposite its name on Section 3.1(d) of the Disclosure Schedule, and is duly qualified and in good standing as a foreign corporation in each other jurisdiction (as shown in Section 3.1(d) of the Disclosure Schedule) in which the character of its property or the nature of its business or operations requires such qualification or authorization, with full power and authority (corporate and other) to carry on the business in which it is engaged. Each Subsidiary has in full force and effect all Governmental Authorizations and Private Authorizations and has made all Governmental Filings, to the extent required for such ownership and lease of its property and conduct of its business. The Company owns all of the outstanding capital stock (as shown on Section 3.1(d) of the Disclosure Schedule) of each Subsidiary, free and clear of all Liens (except to the extent set forth in Section 3.1(d) of the Disclosure Schedule), and all such stock has been duly authorized and validly issued and is fully paid and non-assessable. There are no outstanding Option Securities or Convertible Securities, or agreements or understandings with respect to any of the foregoing, of any nature whatsoever relating to the authorized and unissued or the outstanding capital stock of any Subsidiary.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Call Points Inc)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS Each of Citicasters and Jacor is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and organization, has all requisite corporate power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted.
(b) ATS Each of Citicasters and Jacor has all requisite corporate power and corporate authority necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and and/or each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Exchange and the other Transactions; and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATSCiticasters or Jacor, as the case may be. This Agreement has been duly executed and delivered by ATS Citicasters and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Exchange and the other Transactions when executed and delivered by ATS Citicasters or Jacor will constitute, legal, valid and binding obligations of ATSCiticasters or Jacor, as the case may be, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity.
(c) Except for matters which would have no material adverse effect on ATSas set forth in Section 3.1(c) of the Citicasters Disclosure Schedule, neither the execution and delivery by ATS Citicasters of this Agreement or any Collateral Document executed or required to be executed by it or Jacor pursuant hereto or thereto, nor the consummation by ATS Citicasters of the Exchange and the other Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATSCiticasters or Jacor:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS Citicasters or Jacor or any Applicable Law on the part of ATSCiticasters or Jacor, or or, subject to obtaining any required consents, will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of ATSCiticasters Material Agreement; or
(ii) will require ATS Citicasters or Jacor to make or obtain any Governmental Authorization, Governmental Filing or Private Authorization including without limitation Authorization, except for the FCC Consents, filings, if required, under the FCAHart-Scott-Rodino Act and Prixxxx Xxxxxxxxxxxons, the failure of which to be obtained or maintained would not, individually or in the aggregate, have an adverse effect on Citicasters.
(d) Citicasters does not have any direct or indirect Subsidiaries or other Affiliates which own or have any interest in the Citicasters Station or any of the Citicasters Assets.
Appears in 1 contract
Samples: Asset Exchange Agreement (American Radio Systems Corp /Ma/)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS Each of the Company and Tsunami is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation incorporation; and the Company has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted and as presently proposed to be conducted.
(b) ATS The Company has all requisite corporate power and authority (corporate authority necessary and other), and has in full force and effect all Governmental Authorizations and Private Authorizations in order to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it the Company pursuant hereto or thereto or and to consummate the TransactionsMerger; and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it the Company pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATSthe Company, including without limitation the approval of the Company Stockholder. This Agreement has been duly executed and delivered by ATS the Company and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions Merger, when executed and delivered by ATS the Company, will constitute, legal, valid and binding obligations of ATSthe Company, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity.
(c) Except for matters which would have no material adverse effect on ATSas set forth in Schedule 3.1 to the Company Disclosure Schedule, neither the execution and delivery by ATS of this Agreement or nor any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation by ATS of the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATSthe Company:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS or any Applicable Law on the part of ATS, the Company or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability inunder, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration inunder, any Contractual Obligation of ATSthe Company; or
(ii) will require ATS the Company to make or obtain any Governmental Authorization, Governmental Filing or Private Authorization Authorization, except for the filing requirements under Applicable Law in connection with the Merger.
(d) The Company does not have any direct or indirect Subsidiaries.
(e) Each of the Company and Tsunami had, as of the date of execution of each of the WGRR Documents to which it is a party, all requisite power and authority (corporate and other) in order to enable it to execute and deliver, and to perform its obligations under, each of the WGRR Documents to which it is a party or by which it is bound, and the execution, delivery and performance of each of the WGRR Documents to which it is a party by the Company and Tsunami have been duly authorized by all requisite corporate or other action on the part of the Company and Tsunami, including without limitation its stockholders to the extent required. Each of the WGRR Documents to which it is a party has been duly executed and delivered by the Company and each constitutes the legal, valid and binding obligation of the Company and Tsunami, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity.
(f) To the Company's knowledge:
(i) as of the date of execution of the WGRR Agreement, WGRR was a limited partnership duly organized and existing under the FCAlaws of the jurisdiction of its organization, had all requisite power and authority (partnership and other) in order to enable it to execute and deliver, and to perform its obligations under, the WGRR Agreement;
(ii) the execution, delivery and performance of the WGRR Agreement by WGRR had been duly authorized by all requisite partnership or other action on the part of WGRR, including without limitation its partners to the extent required; and
(iii) The WGRR Agreement has been duly executed and delivered by WGRR and constitutes the legal, valid and binding obligation of WGRR, enforceable in accordance with its respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity.
Appears in 1 contract
Samples: Merger Agreement (American Radio Systems Corp /Ma/)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS Each EZ Party is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and organization, has all requisite corporate power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted.
(b) ATS Each EZ Party has all requisite corporate power and corporate authority necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions; and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATSeach EZ Party. This Agreement has been duly executed and delivered by ATS each EZ Party and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions which any EZ Party becomes a party will, when executed and delivered by ATS will such EZ Party, constitute, legal, the legally valid and binding obligations obligation of ATSsuch EZ Party, enforceable against such EZ Party in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity.
(c) Except for matters which would have no material adverse effect on ATSas set forth in Section 4.1(c) of the EZ Disclosure Schedule, neither the execution and delivery by ATS each EZ Party of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation by ATS each EZ Party of the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATSeach EZ Party:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS any EZ Party or any Applicable Law on the part of ATSany EZ Party, or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of ATSEZ Material Agreement; or
(ii) will require ATS any EZ Party to make or obtain any Governmental Authorization, Governmental Filing or Private Authorization including without limitation Authorization, except for the FCC Consents, filings under the FCAHart-Scott-Rodino Act and Private Authorizations the failure of whxxx xx xe obtained or maintained would not, individually or in the aggregate, have a Material Adverse Effect on EZ.
(d) EZ does not have any direct or indirect Subsidiaries or other Affiliates which own or have any interest in the Future EZ Station or any of the Future EZ Assets other than the other EZ Parties.
Appears in 1 contract
Samples: Asset Exchange Agreement (American Radio Systems Corp /Ma/)
Organization and Business; Power and Authority; Effect of Transaction. A. Each of the Parent and the Merger Subsidiary:
(ai) ATS is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the State of incorporation and Delaware,
(ii) has all requisite corporate power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conductedconducted and has in full force and effect all Governmental Authorizations and Private Authorizations and has made all Governmental Filings, to the extent required for such ownership and lease of its property and conduct of its business, except to the extent that the failure to have obtained any such Governmental Authorization or Private Authorization or to have made any such Governmental Filing would not have an Adverse Effect; and
(iii) has duly qualified and is authorized to do business and is in good standing as a foreign corporation in each jurisdiction (a true and correct list of which is set forth in Section 4.1(A)(iii) of the Parent Disclosure Schedule) in which the character of its property or the nature of its business or operations requires such qualification or authorization, except to the extent the failure so to qualify or to maintain such authorizations would not have an Adverse Effect.
(b) ATS B. Each of the Parent and the Merger Subsidiary has all requisite corporate power and authority (corporate authority necessary and other) and, other than the filing and termination of the waiting period pursuant to the HSR Act and as set forth in Section 4.1(C) of the Parent Disclosure Schedule, has in full force and effect all Governmental Authorizations and Private Authorizations in order to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or and to consummate the Acquisition Merger and the Transactions; , and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATSaction. This Agreement has been duly executed and delivered by ATS the Parent and the Merger Subsidiary and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions Acquisition Merger and the Transactions, when executed and delivered by ATS the Company will constitute, legal, valid and binding obligations of ATSthe Parent and the Subsidiary, enforceable in accordance with their respective terms, except as such enforceability may be limited by subject to bankruptcy, moratorium, insolvency and insolvency, reorganization, arrangement, voidable preference, fraudulent conveyance or other similar laws relating to or affecting the rights of creditors, and remedies except as the same may be subject to the effect of creditors and the obligations of debtors generally and by general principles of equity.
(cC. Except as set forth in Section 4.1(C) Except for matters which would have no material adverse effect on ATSof the Parent Disclosure Schedule, neither the execution and delivery by ATS of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation by ATS of the Acquisition Merger or the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATSthe Parent, the Merger Subsidiary or any of the other parties hereto or thereto which is Affiliated with the Parent or the Merger Subsidiary:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS or any Applicable Law on the part of ATS, the Parent or any Subsidiary or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of ATS; the Parent or any Subsidiary, or
(ii) will require ATS to make or obtain any Governmental Authorization, Authorization or Governmental Filing or Private Authorization including without limitation and filing requirements under Applicable Law in connection with the FCAAcquisition Merger and the Transactions and pursuant to the HSR Act.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Desa International Inc)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS The Purchaser is a corporation duly organized, validly existing and in good standing under the laws Laws of its jurisdiction the State of incorporation Florida, and has possesses all requisite corporate power and authority (corporate to own, lease and other) to own or hold under lease operate its properties and to conduct its business assets as now conductedowned or leased and operated, and is duly qualified and in good standing in each other jurisdiction in which the character of the assets owned or leased by the Purchaser requires such qualification, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect. Section 5.1 of the Disclosure Schedule contains a complete and accurate list of the jurisdiction of organization of the Purchaser and any other jurisdictions in which the Purchaser is qualified to do business.
(b) ATS The Purchaser has all requisite corporate organizational power and corporate authority necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Transaction Document and to consummate the transactions contemplated hereby and thereby; and the execution, delivery and performance by the Purchaser of this Agreement and each Transaction Document have been duly authorized by all requisite corporate action or similar action on the part of the Purchaser. This Agreement has been duly executed and delivered by the Purchaser and constitutes, and each Transaction Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions; transactions contemplated hereby and thereby when executed and delivered by the Purchaser will constitute, a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with their respective terms. The Purchaser shall provide appropriate certificates of unanimous consent of its Board authorizing the person designated therein to bind the Purchaser, and to execute any documents in order to achieve the purpose of this Agreement.
(c) Neither the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATS. This Agreement has been duly executed and delivered by ATS and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions when executed and delivered by ATS will constitute, legal, valid and binding obligations of ATS, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity.
(c) Except for matters which would have no material adverse effect on ATS, neither the execution and delivery by ATS Purchaser of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or theretoTransaction Document, nor the consummation by ATS of the Transactionstransactions contemplated hereby and thereby, nor or compliance with the terms, conditions and provisions hereof or thereof by ATS:
the Purchaser: (i) will conflict with, or but for any requirement of giving notice or passage of time or both could result in a breach or violation of, or constitute a default under, any Organic Document of ATS or any Applicable Law on the part of ATS, or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability inthe termination of any rights under (A) any Organizational Document of the Purchaser or any of its subsidiaries, (B) any applicable Law or but for (C) any requirement of giving the terms of notice any contract, agreement, license, lease, indenture, mortgage, loan agreement, note or passage other instrument to which the Purchaser or any of time its subsidiaries may be bound and (ii) will not require the Purchaser or both would constitute such a conflict withany subsidiary to obtain any authorization or make any filing with any Person or Authority, breach or violation of, or other than filings with Authorities relating to notifications of changes in ownership. Neither the Purchaser nor any of its subsidiaries are in default under, or permit any such acceleration inin violation of, any Contractual Obligation provision of ATS; or
(ii) will require ATS their Organizational Documents or any credit facilities, notes or other debt instruments to make or obtain any Governmental Authorization, Governmental Filing or Private Authorization including without limitation under the FCAwhich they are a party.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Dolphin Digital Media Inc)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS Each of Rocket and Acquiror (i) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation incorporation, and (ii) has all requisite corporate power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted and as presently proposed to be conducted.
(b) ATS Each of Rocket and Acquiror has all requisite corporate power authority, and corporate authority has made and has in full force and effect all Governmental Authorizations and Private Authorizations necessary to enable it it, to execute and deliver, and to perform its obligations under, and to consummate the transactions contemplated by, this Agreement and each Collateral Transaction Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactionsit; and the execution, delivery and performance of this Agreement and each Collateral such Transaction Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part action, including that, if required, of ATSAcquiror's stockholders. This Agreement has been duly executed and delivered by ATS each of Rocket and Acquiror and constitutes, and each Collateral Transaction Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions when executed and delivered by ATS Rocket or Acquiror will constitute, its legal, valid and binding obligations of ATSobligations, enforceable against it in accordance with their respective terms, except subject as such enforceability may be limited by to enforcement of remedies to applicable bankruptcy, moratoriuminsolvency, insolvency and reorganization, moratorium or similar laws affecting generally the enforcement of creditors' rights and remedies subject to a court's discretionary authority with respect to the granting of creditors and the obligations of debtors generally and by general principles of equitya decree ordering specific performance or other equitable remedies.
(c) Except for matters which would have no material adverse effect on ATS, neither Neither the execution and delivery by ATS of this Agreement or any Collateral Transaction Document executed or required to be executed by it pursuant hereto Rocket or theretoAcquiror, nor the consummation by ATS of the Transactionstransactions herein or therein contemplated, nor compliance with the terms, conditions and provisions hereof or thereof by ATSRocket or Acquiror:
(iA) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS or any Applicable Law on the part of ATSRocket or Acquiror or (B) will conflict with or result in a breach or violation of, or constitute a default under, any of the Organic Documents of Rocket or Acquiror or (C) will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability inunder, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration inof, any material Contractual Obligation of ATS; Rocket or Acquiror, or
(ii) will require ATS to make or obtain any Governmental Authorization or Private Authorization, Governmental Filing except for the filing with the Secretary of State of the Commonwealth of Massachusetts of the Articles of Merger, except, with respect to clauses (i)(A), (i)(C) and (ii) above, such conflicts, breaches, defaults, violations, accelerations, authorizations or Private Authorization including without limitation under filings, that (individually or in the FCAaggregate) are not reasonably likely to result in a Material Adverse Effect on Rocket or Acquiror or on the ability of Rocket or Acquiror to perform any of its obligations set forth in this Agreement or any Transaction Document.
Appears in 1 contract
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS Buyer is a corporation an entity duly organized, validly existing and in good standing under the laws Laws of its jurisdiction of incorporation and organization. Buyer has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conductedconducted and is duly qualified and in good standing as a foreign entity, in each other jurisdiction in which the character of the property owned or leased by it or the nature of its business or operations requires such qualification, except for such qualifications the failure of which to obtain, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on Buyer’s ability to consummate the transactions contemplated by this Agreement.
(b) ATS Buyer has all requisite corporate power and corporate authority necessary to enable it to execute and deliver, and to perform its obligations under, by this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactionstransactions contemplated by this Agreement; and the execution, delivery and performance by Buyer of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATSBuyer. This Agreement has been duly executed and delivered by ATS Buyer and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions when executed and delivered by ATS will constitute, constitutes a legal, valid and binding obligations obligation of ATSBuyer, enforceable against Buyer in accordance with their respective its terms, except as such enforceability may be limited by subject to bankruptcy, moratorium, insolvency insolvency, reorganization, voidable preference, fraudulent conveyance and other similar laws Laws affecting the rights and remedies of creditors and the obligations of debtors generally and by except as the same may be subject to the effect of general principles of equity.
(c) Except for matters which would have no material adverse effect on ATS, neither Neither the execution and delivery by ATS Buyer of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation by ATS of the Transactionstransactions contemplated by this Agreement, nor compliance with the terms, conditions and provisions hereof or thereof by ATS:
(i) Buyer will conflict with, with or result in a breach or violation of any term, condition or provision of, termination of, or otherwise give any other Person the right to terminate, or constitute a default, event of default underor an event which, any Organic Document with notice, lapse of ATS time or any Applicable Law on the part of ATSboth, or will conflict with, or result in a breach or violation of, or would constitute a default underor event of default under the terms of or require giving notice to, or permit the acceleration of any obligation consent, authorization or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation approval of, any Person or default Authority under, :
(i) any Organizational Document of Buyer;
(ii) any Law applicable to Buyer;
(iii) any Contract or permit governmental authorization to which Buyer is a party or by which any such acceleration in, any Contractual Obligation of ATStheir properties or businesses is bound; or
(iv) any order of any Authority applicable to Buyer or any of its properties or assets; except, with respect to (ii), (iii) will require ATS and (iv) above, for such conflicts, breaches, violations, terminations, defaults or other occurrences that, individually or in the aggregate, would not reasonably be expected to make or obtain any Governmental Authorization, Governmental Filing or Private Authorization including without limitation under have a material adverse effect on Buyer’s ability to consummate the FCAtransactions contemplated by this Agreement.
Appears in 1 contract
Samples: Securities Purchase and Merger Agreement (American Tower Corp /Ma/)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted.
(b) ATS has all requisite corporate power and corporate authority necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions; and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATS. This Agreement has been duly executed and delivered by ATS and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions when executed and delivered by ATS will constitute, legal, valid and binding obligations of ATS, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity.
(c) Except for matters which would have no not material adverse Adverse effect on ATS, neither the execution and delivery by ATS of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation by ATS of the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATS:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS or any Applicable Law on the part of ATS, or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of ATS; or
(ii) will require ATS to make or obtain any Governmental Authorization, Governmental Filing or Private Authorization including without limitation under the FCA, except for filings under the Xxxx-Xxxxx-Xxxxxx Act and filings listed in Section 3.1(c) of the Seller Disclosure Schedule which will be made jointly with Seller.
Appears in 1 contract
Samples: Asset Purchase Agreement (Lenfest Communications Inc)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS Each of the Company and the Company’s Subsidiaries (which, for the purposes of this Article 3 shall include each of the Wholly-Owned Subsidiaries, the Majority-Owned Subsidiaries and the Company Affiliates) is a corporation limited liability company duly organized, validly existing and in good standing under the laws Laws of its jurisdiction of incorporation and organization, has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conductedconducted and is duly qualified and in good standing as a foreign entity in each other jurisdiction in which the character of the property owned or leased by it or the nature of its business or operations requires such qualification, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect.
(b) ATS The Company has all requisite corporate power and corporate authority necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the TransactionsMerger; and the execution, delivery and performance by the Company, of this Agreement and each Collateral Document executed or required any other agreements to be executed by it pursuant hereto or thereto the Company in connection herewith and the consummation of the Merger have been duly authorized by all requisite corporate or other action on the part of ATSthe Company and its members and managers. This Agreement has been duly executed and delivered by ATS the Company and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions when executed and delivered by ATS will constitute, constitutes a legal, valid and binding obligations obligation of ATSthe Company, enforceable against the Company in accordance with their respective its terms, except as such enforceability may be limited by subject to bankruptcy, moratorium, insolvency insolvency, reorganization, voidable preference, fraudulent conveyance and other similar laws Laws affecting the rights and or remedies of creditors and the obligations of debtors generally and by except as the same may be subject to the effect of general principles of equity.
(c) Except for matters which would have no material adverse effect on ATS, neither Neither the execution and delivery by ATS the Company of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or theretoAgreement, nor the consummation by ATS of the TransactionsMerger by the Company will result in the creation of any Lien, nor compliance with other than a Permitted Lien, upon any of the termsAssets, conditions and provisions hereof or thereof by ATS:
(i) will conflict with, with or result in a breach or violation of any term, condition or provision of or termination of, or otherwise give any other Person the right to terminate, or constitute a default, event of default underor an event that, any Organic Document with notice, lapse of ATS time or any Applicable Law on both, would constitute a default or event of default under the part of ATS, or will conflict with, or result in a breach or violation terms of, or constitute a default underrequire giving notice to, or permit the acceleration of any obligation consent, authorization or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation approval of, any Person or default Governmental Authority, except for the notices, consents, authorizations and approvals set forth in Section 3.1(c) of the Disclosure Schedule (collectively the “Required Consents”), under, :
(i) any Organizational Document of the Company or permit the Company’s Subsidiaries;
(ii) any such acceleration in, Law applicable to the Company or the Company’s Subsidiaries;
(iii) any Contractual Obligation Material Contract to which the Company or any of ATSthe Company’s Subsidiaries is a party or by which they are bound; or
(iiiv) will require ATS to make or obtain any Governmental Authorization;
(d) Section 3.1(d) of the Disclosure Schedule sets forth a list of all of the Organizational Documents and other agreements that relate in any way to the ownership, Governmental Filing control or Private Authorization including without limitation under governance of each of the FCACompany and its Subsidiaries. The Company has heretofore delivered to the Parent true, correct and complete copies of each of such documents. Other than such documents, there are no documents or other agreements relating to the ownership, control or governance of the Company or its Subsidiaries.
Appears in 1 contract
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted.
(b) ATS has all requisite corporate power and corporate authority necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions; and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATS. This Agreement has been duly executed and delivered by ATS and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions when executed and delivered by ATS will constitute, legal, valid and binding obligations of ATS, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity.
(c) Except for matters which would have no material adverse effect not Material Adverse Effect on ATSMeridian, neither the execution and delivery by ATS of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation by ATS of the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATS:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS or any Applicable Law on the part of ATS, or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of ATS; or
(ii) will require ATS to make or obtain any Governmental Authorization, Governmental Filing or Private Authorization including without limitation under the FCA, except for filings under the Hart-Scott-Rodino Act.
Appears in 1 contract
Samples: Asset Purchase Agreement (American Radio Systems Corp /Ma/)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS American is a corporation duly organizedincorporated, validly existing and in good standing under the laws of its jurisdiction the State of incorporation Delaware and has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted and as presently proposed to be conducted. American is duly qualified and in good standing as a foreign corporation in each other jurisdiction (as shown on Section 4.1(a) of the American Disclosure Schedule) in which the character of the property owned or leased by it or the nature of its business or operations requires such qualification, with full power and authority (corporate and other) to carry on the business in which it is engaged, except in such jurisdictions where the failure to be so qualified or in good standing, individually or in the aggregate, is not reasonably likely to have a Material Adverse Effect on American.
(b) ATS Each of American and its Subsidiaries has all requisite corporate power and authority (corporate authority necessary and other) to enable it to execute execute, deliver and deliver, and to perform its obligations under, under this Agreement and each Collateral Document executed or required to be executed by it such party pursuant hereto or thereto or and to consummate the Transactions; Merger and the other transactions contemplated hereby and thereby, and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATSAmerican and its Subsidiaries, other than the approval of the American stockholders contemplated by Section 4.13 of this Agreement, and no other corporate proceedings on the part of American or any of its Subsidiaries are necessary to authorize this Agreement or the transactions contemplated hereby or to consummate the Merger or the other transactions so contemplated (other than, with respect to the Merger, the Required Vote). This Agreement has been duly executed and delivered by ATS American and constitutes, and each Collateral Document executed or required to be executed by it American and its Subsidiaries pursuant hereto or thereto or to consummate the Transactions Merger when executed and delivered by ATS American and its Subsidiaries, as applicable, will constitute, legal, a valid and binding obligations obligation of ATSAmerican and its Subsidiaries, as applicable, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity. The provisions of Section 203 of the DCL will not apply to this Agreement or the Merger. As of the date hereof, the Board of Directors of American, at a meeting duly called and held at which a quorum was present throughout, has approved the Merger and this Agreement, and has recommended that the American stockholders approve and adopt this Agreement and the transactions contemplated hereby, including without limitation the Merger.
(c) Except for matters which would have no material adverse effect on ATSThe execution, neither the execution delivery and delivery performance by ATS American and its Subsidiaries, as applicable, of this Agreement or and any Collateral Document executed or required to be executed by it such parties pursuant hereto or theretothereto do not, nor and the consummation by ATS American of the TransactionsMerger and the other transactions contemplated hereby and thereby, nor and compliance with the terms, conditions and provisions hereof or thereof by ATSsuch parties will not:
(iA) will Except as set forth in Section 4.1(c) of the American Disclosure Schedule, conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS American or any Applicable Law on the part of ATSits Subsidiaries, as applicable, or will (B) conflict with, or result in a breach or violation of, or constitute a default under, or permit the termination, cancellation or acceleration of any obligation or liability in, or but for any requirement of the giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such termination, cancellation or acceleration inof, any Contractual Obligation agreement, arrangement, contract, undertaking, understanding, Applicable Law or other obligation or Private Authorization of ATSAmerican or its Subsidiaries, as applicable, except, in the case of clause (B), for such conflicts, breaches, violations, terminations, cancellations, defaults or accelerations that would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on American; or
(ii) will result in or permit the creation or imposition of any Lien upon any property now owned or leased by American except for such Liens that would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on American; or
(iii) require ATS to make or obtain any Governmental Authorization, Authorization or Governmental Filing or Private Authorization including without limitation except for (A) the FCC Consents, (B) filings under the FCAHart-Xxxxx-Xxxxxx Xxx, (C) the filing with the Commission of (I) the Information Statement and (II) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (D) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which American is qualified to do business and (E) such other Governmental Authorizations and Governmental Filings the failure of which to be made or obtained would not be individually or in the aggregate, reasonably likely to have a Material Adverse Effect on American.
(d) American does not have any direct or indirect Subsidiaries other than those set forth on Section 4.1(d) of the American Disclosure Schedule; each of such Subsidiaries is (i) wholly-owned unless noted otherwise in Section 4.1(d) of the American Disclosure Schedule, (ii) a corporation which is duly organized, validly existing and in good standing under the laws of the respective state of incorporation set forth opposite its name on Section 4.1(d) of the American Disclosure Schedule, and (iii) duly qualified and in good standing as a foreign corporation in each other jurisdiction (as shown on Section 4.1(d) of the American Disclosure Schedule) in which the character of the property owned or leased by it or the nature of its business or operations requires such qualification, with full power and authority (corporate and other) to carry on the business in which it is engaged, except where the failure to be so qualified or in good standing, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect on American. As of the date hereof, American owns, directly or indirectly, all of the outstanding capital stock and equity interests (as shown in Section 4.1(d) of the American Disclosure Schedule) of such Subsidiaries, free and clear of all Liens (except as set forth in the American Financial Statements or Section 4.1(d) of the American Disclosure Schedule), and all such stock has been duly authorized and validly issued and is fully paid and nonassessable. There are no outstanding Option Securities or Convertible Securities, or agreements or understandings of any nature whatsoever, relating to the authorized and unissued or outstanding capital stock of such Subsidiaries (except as set forth in the American Financial Statements or Section 4.1(d) of the American Disclosure Schedule).
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Organization and Business; Power and Authority; Effect of Transaction. (a) ATS Seller and each Seller Subsidiary is a corporation or partnership duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and organization, has all requisite power and authority (corporate corporate, partnership and other) to own or hold under lease its properties and to conduct its business as now conducted.
(b) ATS Seller and each Seller Subsidiary has all requisite corporate or partnership, power and corporate authority and has in full force and effect all Governmental Authorizations and Private Authorizations, except for those set forth in Section 3.1(b) of the Seller Disclosure Schedule or those the failure of which to obtain do not and will not have, individually or in the aggregate, any material Adverse effect on Seller or any Seller Subsidiary, necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions; and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it and each Seller Subsidiary pursuant hereto or thereto have been duly authorized by all requisite corporate corporate, partnership or other action on the part of ATSSeller and each Seller Subsidiary. This Agreement has been duly executed and delivered by ATS Seller and each Seller Subsidiary and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions when executed and delivered by ATS Seller and each Seller Subsidiary will constitute, legal, valid and binding obligations of ATSSeller and each Seller Subsidiary, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity.
(c) Except as set forth in Section 3.1(c) of the Seller Disclosure Schedule, and except for matters which would have no material adverse Adverse effect on ATSSeller or any Seller Subsidiary, neither the execution and delivery by ATS Seller and each Seller Subsidiary of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation by ATS Seller and each Seller Subsidiary of the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATSSeller and each Seller Subsidiary:
(i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS Seller or any Seller Subsidiary or any Applicable Law on the part of ATSLaw, or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of ATSSeller or any Seller Subsidiary, other than those constituting Seller Nonassumed Obligations; or
(ii) will require ATS Seller to make or obtain any Governmental Authorization, Governmental Filing or Private Authorization including without limitation under the FCA, except for filings under the Xxxx-Xxxxx-Xxxxxx Act and the filings described in Section 3.1(c) of the Seller Disclosure Schedule.
(d) Seller and the Seller Subsidiaries are the only Persons which own or have owned any interest in any of the Seller Assets or any aspect of the Seller Business other than those set forth on Section 3.1(d) of the Seller Disclosure Schedule.
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Samples: Asset Purchase Agreement (Lenfest Communications Inc)
Organization and Business; Power and Authority; Effect of Transaction. (a) ATS Seller is a corporation duly organized, validly existing and in good standing under the laws Laws of its jurisdiction of incorporation and organization, has all requisite limited liability company or similar power and authority (corporate to own, lease and other) to own or hold under lease operate its properties and to conduct its business assets as now conductedowned or leased and operated and is duly qualified and in good standing in each other jurisdiction in which the character of the assets owned or leased by it requires such qualification. Section 3.1(a) of the Disclosure Schedule contains a complete and accurate list of the jurisdiction of organization of Seller and any of the jurisdictions in which Seller is qualified to do business.
(b) ATS Seller has all requisite corporate limited liability company or similar power and corporate authority necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or which Seller is a party and to consummate the Transactionstransaction contemplated in this Agreement; and the execution, delivery and performance by Seller of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto which Seller is a party have been or will be at the time of their execution duly authorized by all requisite corporate limited liability company or other similar action on the part of ATSthe Seller. This Agreement has been duly executed and delivered by ATS Seller and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or Seller to consummate the Transactions Purchase, when executed and delivered by ATS Seller will constitute, a legal, valid and binding obligations obligation of ATSSeller, enforceable against Seller in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity.
(c) Except for matters which would have no material adverse effect on ATSNeither the execution, neither the execution and delivery by ATS nor performance of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or theretoSeller, nor the consummation by ATS Seller of the Transactionstransaction contemplated hereby, nor compliance with the terms, conditions and provisions hereof or thereof by ATSwill:
(i) will require on the part of Seller, any Governmental Authorization or filing with any Authority other than the change of Tower ownership filings required by the FCC;
(ii) conflict with, or result in a breach or violation of, constitute (with or constitute without due notice or lapse of time or both) a default under, result in the acceleration of, create in any Organic Document of ATS party the right to accelerate, terminate, modify or any Applicable Law on the part of ATScancel, or will conflict withrequire any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of Indebtedness, Lien or other arrangement to which Seller is a party or by which Seller is bound or to which any of the Tower Assets are subject;
(iii) result in a breach or violation of, or constitute a default under, or permit the acceleration imposition of any obligation or liability in, or but for Lien upon any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of ATSthe Tower Assets; or
(iiiv) will require ATS violate any Order or Law applicable to make Seller or obtain any Governmental Authorization, Governmental Filing or Private Authorization including without limitation under the FCATower Assets.
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