Organization; Authority Relative to this Agreement. Parent is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Parent has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Parent, and no other actions on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and, assuming the due authorization, execution and delivery hereof by the Stockholder, constitutes a valid, legal and binding agreement of Parent, enforceable against Parent in accordance with its terms, subject to any applicable bankruptcy, insolvency (including all applicable laws relating to fraudulent transfers), reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights generally or to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).
Organization; Authority Relative to this Agreement. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California. The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company.
Organization; Authority Relative to this Agreement. The Company is a corporation duly organized and validly existing under the laws of the State of Wisconsin. The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery by Parent and the Purchaser, constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally, and by general equitable principles.
Organization; Authority Relative to this Agreement. The Grantor has been duly organized and is validly existing and in good standing under the laws of the State of Delaware. The Grantor has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Grantor and the consummation by the Grantor of the transactions contemplated hereby have been duly and validly authorized by the board of directors of the Grantor, and no other corporate proceedings on the part of the Grantor are necessary to authorize this Agreement or to consummate such transactions. This Agreement has been duly and validly executed and delivered by the Grantor and, assuming the due authorization, execution and delivery by the Grantee, constitutes a legal, valid and binding obligation of the Grantor, enforceable against the Grantor in accordance with its terms. The Grantor has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the General Corporation Law will not apply with respect to or as a result of the transactions contemplated hereby.
Organization; Authority Relative to this Agreement. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California. The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery by Parent and the Purchaser, constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally, and by general equitable principles. SECTION 3.2.
Organization; Authority Relative to this Agreement. The Stockholder is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Stockholder has all necessary power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby, including, without limitation, the tender of the Owned Shares in the Offer. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Stockholder, and no other actions on the part of the Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Stockholder and, assuming the due authorization, execution and delivery hereof by Parent, constitutes a valid, legal and binding agreement of the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to any applicable bankruptcy, insolvency (including all applicable laws relating to fraudulent transfers), reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights generally or to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).
Organization; Authority Relative to this Agreement of the transactions contemplated hereby have been duly and validly authorized by the board of directors of the Grantor, and no other corporate proceedings on the part of the Grantor are necessary to authorize this Agreement or to consummate such transactions. This Agreement has been duly and validly executed and delivered by the Grantor and, assuming the due authorization, execution and delivery by the Grantee, constitutes a legal, valid and binding obligation of the Grantor, enforceable against the Grantor in accordance with its terms. The Grantor has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the General Corporation Law will not apply with respect to or as a result of the transactions contemplated hereby.
Organization; Authority Relative to this Agreement. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of Japan and has all requisite corporate power and authority to enter into, deliver and perform this Agreement and to carry out its obligations under this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder have been duly authorized by Purchaser's Board of Directors and no other corporate proceedings on the part of Purchaser are necessary to authorize this Agreement or the transactions contemplated hereunder. This Agreement is the valid and binding obligation of the Purchaser enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application relating to or affecting enforcement of creditor's rights and by rules of law governing specific performance, injunctive relief or other equitable remedies.
Organization; Authority Relative to this Agreement. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly executed and delivered by the Company and this Agreement constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally, and by general equitable principles.
Organization; Authority Relative to this Agreement. The Stockholder has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Stockholder has all necessary power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement, including, without limitation, the tender of the Owned Shares in the Offer. The execution, delivery and performance of this Agreement have been duly and validly authorized by all necessary action on the part of the Stockholder, and no other actions on the part of the Stockholder are necessary to authorize this Agreement or to perform the Stockholder's obligations hereunder. This Agreement has been duly and validly executed and delivered by the Stockholder and, assuming the due authorization, execution and delivery hereof by Parent, constitutes a valid, legal and binding agreement of the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to any applicable bankruptcy, insolvency (including all applicable laws relating to fraudulent transfers), reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).
