Organization; Authorization; Validity of Agreement. Parent is a corporation duly organized, validly existing and in good standing under the laws of Delaware and has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement by Parent and the consummation by Parent of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement or any of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and constitutes a valid and binding obligation of Parent enforceable against Parent in accordance with its terms, except that (a) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Organization; Authorization; Validity of Agreement. Jefferies is a Delaware corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Jefferies has the right and all requisite corporate power and authority to execute and deliver this Voting Agreement and to perform its obligations under this Voting Agreement. The person executing this Voting Agreement on behalf of Jefferies has full power and authority to execute and deliver this Voting Agreement on behalf of Jefferies and to thereby bind Jefferies. This Voting Agreement has been duly and validly executed and delivered by Jefferies and, assuming due and valid authorization, execution and delivery hereof by the Stockholder, constitutes the legal, valid and binding obligation of Jefferies enforceable against Jefferies in accordance with its terms except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Organization; Authorization; Validity of Agreement. The Buyer is a limited partnership duly organized, validly existing and in good standing under the laws of the Cayman Islands and has full limited partnership power and authority to execute and deliver this Agreement and the Registration Rights Agreement and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Buyer of this Agreement and the Registration Rights Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by Buyer, and no other action on the part of Buyer is necessary to authorize the execution and delivery by Buyer of this Agreement or the consummation of the transactions contemplated hereby and thereby. No vote of, or consent by, the limited partners of Buyer is necessary to authorize the execution and delivery by Buyer of this Agreement and the Registration Rights Agreement or the consummation by it of the purchase and sale of the Units.
Organization; Authorization; Validity of 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 the right and all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement. The person executing this Agreement on behalf of the Company has full power and authority to execute and deliver this Agreement on behalf of the Company and to thereby bind the Company. This Agreement has been duly and validly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof by the Supporting Stockholder, constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Organization; Authorization; Validity of Agreement. Each -------------------------------------------------- Management Stockholder has the legal capacity to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by such Management Stockholder and constitutes a valid and binding obligation of such Management Stockholder enforceable against such Management Stockholder in accordance with its terms.
Organization; Authorization; Validity of Agreement. Infinity World is a limited liability company duly organized, validly existing and in good standing under the laws of Nevada and has full limited liability company power and authority to execute and deliver this Agreement and to consummate the purchase and sale of the Purchased Shares. The execution, delivery and performance by Infinity World of this Agreement and the consummation of the purchase and sale of the Purchased Shares have been duly authorized by the Board of Managers of Infinity World, and no other limited liability company action on the part of Infinity World is necessary to authorize the execution and delivery by Infinity World of this Agreement or the consummation of the purchase and sale of the Purchased Shares. No vote of, or consent by, the holders of any membership interests issued by Infinity World is necessary to authorize the execution and delivery by Infinity World of this Agreement or the consummation by it of the purchase and sale of the Purchased Shares.
Organization; Authorization; Validity of Agreement. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by Purchaser of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the Board of Directors of Purchaser, and no other corporate action, including the vote or consent of Purchaser’s shareholder, on the part of Purchaser is necessary to authorize the execution and delivery by Purchaser of this Agreement or the consummation of the transactions contemplated hereby.
Organization; Authorization; Validity of Agreement. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has full corporate power and authority to execute and deliver this Agreement and to consummate the transaction contemplated hereby. The execution, delivery and performance by Seller of this Agreement and the consummation of the transaction contemplated hereby have been duly authorized by the board of directors of Seller, and no other corporate action, including the vote or consent of Seller’s shareholder, on the part of Seller is necessary to authorize the execution and delivery by Seller of this Agreement or the consummation of the transaction contemplated hereby.
Organization; Authorization; Validity of Agreement. Mayflower is a -------------------------------------------------- corporation duly organized, validly existing and in good standing under the laws of Delaware or the United Kingdom, as the case may be, and has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement by Mayflower and the consummation by Mayflower of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Mayflower and no other corporate proceedings on the part of Mayflower are necessary to authorize this Agreement or any of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Mayflower and constitutes a valid and binding obligation of Mayflower enforceable against Mayflower in accordance with its terms.
Organization; Authorization; Validity of Agreement. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has the right and all requisite corporate power and authority to execute and deliver this Voting Agreement and to perform its obligations under this Voting Agreement. The person executing this Voting Agreement on behalf of the Company has full power and authority to execute and deliver this Voting Agreement on behalf of the Company and to thereby bind the Company.
(b) This Voting Agreement has been duly and validly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof by the Stockholder, constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
