Common use of Organization; Due Authorization; Enforceability Clause in Contracts

Organization; Due Authorization; Enforceability. If the Stockholder is a corporation or other entity, the Stockholder is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. The Stockholder has full power and authority to execute and deliver this Agreement. 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 proceedings 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 constitutes a valid and binding agreement of the Stockholder, enforceable against such Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and to general principles of equity.

Appears in 2 contracts

Samples: Voting and Stock Option Agreement (Minnesota Mining & Manufacturing Co), Voting and Stock Option Agreement (Robinson Nugent Inc)

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Organization; Due Authorization; Enforceability. If the Stockholder Shareholder is a corporation or other entity, the Stockholder Shareholder is duly organized, organized and validly existing and in good standing under the laws of the jurisdiction of its organization. The Stockholder Each Shareholder has full power and authority to execute and deliver this Agreement. 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 Stockholdereach Shareholder, and no other proceedings on the part of the Stockholder any Shareholder 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 each Shareholder and constitutes a valid and binding agreement of the Stockholdersuch Shareholder, enforceable against such Stockholder Shareholder in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and to general principles of equity.

Appears in 2 contracts

Samples: Voting Agreement (Xxi Merger Corp), Voting Agreement (Prophet 21 Inc)

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Organization; Due Authorization; Enforceability. If the Stockholder is a corporation or other entity, the Stockholder is duly organized, organized and validly existing and in good standing under the laws of the jurisdiction of its organization. The Stockholder has full power and authority to execute and deliver this Agreement. 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 proceedings 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 constitutes a valid and binding agreement of the Stockholder, enforceable against such Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and to general principles of equity.

Appears in 1 contract

Samples: Voting and Stock Option Agreement (Merck & Co Inc)

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