Power and Capacity; Charter Documents Sample Clauses

Power and Capacity; Charter Documents. (a) Fortress has all requisite power and authority to enter into, execute and deliver this Agreement, the Registration Rights Agreement (as defined below) and the Supplemental Agreement (as defined below) and perform its obligations hereunder and thereunder. Each of this Agreement, the Registration Rights Agreement and the Supplemental Agreement has been duly executed and delivered by Fortress and is a valid and binding obligation of Fortress, enforceable in accordance with its terms, subject in each case to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies.
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Power and Capacity; Charter Documents. 3 SECTION 2.03 No Conflicts.....................................3 SECTION 2.04 Consents and Approvals...........................3 SECTION 2.05 Accredited Investor..............................4 SECTION 2.06 Absence of Market................................4 SECTION 2.07
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Power and Capacity; Charter Documents. (a) WWWN has all requisite power and authority to enter into, execute and deliver this Agreement and to perform its obligations hereunder subject to any required court approvals pursuant to any bankruptcy filings. WWWN has the corporate power and authority to carry on its business as now being conducted either as a corporation or as a debtor in possession and to own and sell its assets pursuant to any required court authorization or approval. This Agreement has been duly executed and delivered by WWWN and Nextweb and is a valid and binding obligation of WWWN, enforceable in accordance with its terms upon appropriate approvals. (b) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by the WWWN shall not result in a violation or breach of or constitute a default under any term or provision of the Certificate of Incorporation or Bylaws of WWWN. WWWN has made available or shall make available to NextWeb the available copies of the Certificate of Incorporation and the Bylaws of WWWN, on file as on the date hereof. WWWN has made available to NextWeb the minute books and stock transfer books of the WWWN for the last five years. (c) intentionally omitted
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Related to Power and Capacity; Charter Documents

  • Charter Documents Copies of the articles or certificates of incorporation or other charter documents of each Credit Party certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation and certified by a secretary or assistant secretary of such Credit Party to be true and correct as of the Closing Date.

  • Organization Standing and Power Charter Documents Subsidiaries 17 3.2 Capital Structure 17

  • Compliance with Law and Charter Documents The Company is not in violation or default of any provisions of the Certificate of Incorporation or the Bylaws. The Company has complied and is currently in compliance with all applicable statutes, laws, rules, regulations and orders of the United States of America and all states thereof, foreign countries and other governmental bodies and agencies having jurisdiction over the Company's business or properties, except for any instance of non-compliance that has not had, and would not reasonably be expected to have, a Material Adverse Effect.

  • Certified Copies of Charter Documents Each of the Lenders shall have received from the Borrower and each of its Subsidiaries a copy, certified by a duly authorized officer of such Person to be true and complete on the Closing Date, of each of (a) its charter or other incorporation documents as in effect on such date of certification, and (b) its by-laws as in effect on such date.

  • Organization Documents, Resolutions, Etc Receipt by the Administrative Agent of the following, each of which shall be originals or facsimiles (followed promptly by originals), in form and substance satisfactory to the Administrative Agent and its legal counsel:

  • Charter Provisions Each Seller Entity shall take all necessary action to ensure that the entering into of this Agreement and the consummation of the Merger and the other transactions contemplated hereby do not and will not result in the grant of any rights to any Person under the Articles of Incorporation, Bylaws, or other governing instruments of any Seller Entity or restrict or impair the ability of Buyer or any of its Subsidiaries to vote, or otherwise to exercise the rights of a shareholder with respect to, shares of any Seller Entity that may be directly or indirectly acquired or controlled by them.

  • Charter; Bylaws The Charter and Bylaws of FNB Bank in effect immediately prior to the Effective Time shall be the Charter and Bylaws of the Surviving Bank, until altered, amended or repealed in accordance with their terms and applicable law.

  • Organizational Power; Authorization The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party are within such Loan Party’s organizational powers and have been duly authorized by all necessary organizational, and if required, shareholder, partner or member, action. This Agreement has been duly executed and delivered by the Borrower, and constitutes, and each other Loan Document to which any Loan Party is a party, when executed and delivered by such Loan Party, will constitute, valid and binding obligations of the Borrower or such Loan Party (as the case may be), enforceable against it in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

  • Amendments to Charter Documents The Company covenants and agrees, that prior to its initial Business Combination it will not seek to amend or modify its Charter Documents, except as set forth therein. The Company acknowledges that the purchasers of the Public Securities in the Offering shall be deemed to be third party beneficiaries of this Agreement and specifically this Section 3.22.

  • Shareholder Capacity By executing and delivering this -------------------- Agreement, Shareholder makes no agreement or understanding herein in his capacity as a director or officer of the Company or any subsidiary of the Company. Shareholder signs solely in his capacity as the beneficial owner of Shareholder's Shares and nothing herein shall limit or affect any actions taken by Shareholder in his capacity as an officer or director of the Company or any subsidiary of the Company.

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