Common use of Power; Binding Agreement Clause in Contracts

Power; Binding Agreement. Stockholder has the legal capacity, power and authority to enter into and perform all of his or her obligations under this Agreement. The execution, delivery and performance of this Agreement by Stockholder will not violate any other agreement to which Stockholder is a party, including, without limitation, any voting agreement, stockholders' agreement, partnership agreement or voting trust. This Agreement has been duly and validly executed and delivered by Stockholder and constitutes a valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Appears in 32 contracts

Samples: Agreement and Plan of Merger (Harrahs Entertainment Inc), Agreement and Plan of Merger (Players International Inc /Nv/), Agreement and Plan of Merger (Kornstein Don R)

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Power; Binding Agreement. Stockholder has the legal capacity, power and authority to enter into and perform all of his or her obligations its obligations, under this Agreement. The execution, delivery and performance of this Agreement by Stockholder will not violate any other material agreement to which Stockholder is a party, including, without limitation, any voting agreement, stockholders' agreement, partnership agreement or voting trust. This Agreement has been duly and validly executed and delivered by Stockholder and constitutes a valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Appears in 5 contracts

Samples: Agreement and Plan of Merger and Reorganization (Yesmail Com Inc), Stockholder Agreement (Kleinheinz John B), Stockholder Agreement (Isp Investors L P)

Power; Binding Agreement. Stockholder has the legal capacity, power ------------------------ and authority to enter into and perform all of his or her obligations its obligations, under this Agreement. The execution, delivery and performance of this Agreement by Stockholder will not violate any other material agreement to which Stockholder is a party, including, without limitation, any voting agreement, stockholders' agreement, partnership agreement or voting trust. This Agreement has been duly and validly executed and delivered by Stockholder and constitutes a valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Cmgi Inc), Stockholder Agreement (Cmgi Inc), Stockholder Agreement (Prodigy Communications Corp)

Power; Binding Agreement. Stockholder has the legal capacity, power and authority to enter into and perform all of his or her obligations under this Agreement. The execution, delivery and performance of this Agreement by Stockholder will not violate any other agreement to which Stockholder is a party, including, without limitation, any voting agreement, stockholdersshareholders' agreement, partnership agreement or voting trust. This Agreement has been duly and validly executed and delivered by Stockholder and constitutes a valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Showboat Inc), Agreement and Plan of Merger (Harrahs Entertainment Inc)

Power; Binding Agreement. Stockholder has the legal capacity, power and authority to enter into and perform all of his or her its obligations under this Agreement. The execution, delivery and performance of this Agreement by Stockholder will not violate any other agreement to which Stockholder is a party, party including, without limitation, any voting agreement, stockholders' agreement, partnership stockholders agreement or voting trust. This Agreement has been duly and validly authorized, executed and delivered by Stockholder and constitutes a valid and binding obligation agreement of Stockholder, enforceable against Stockholder in accordance with its terms, subject to applicable except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar laws affecting or relating to enforcement of creditors' rights and remedies generally and subject, as to enforceability, (ii) is subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Appears in 2 contracts

Samples: Shareholders Agreement (American Safety Razor Co), Shareholders Agreement (Rsa Acquisition Corp)

Power; Binding Agreement. Stockholder Shareholder has the legal capacity, power and authority to enter into and perform all of his or her Shareholder’s obligations under this Agreement. The execution, delivery and performance of this Agreement by Stockholder Shareholder will not violate any other agreement to which Stockholder Shareholder is a party, including, without limitation, any voting agreement, stockholdersshareholders' agreement, partnership agreement or voting trust. This Agreement has been when duly and validly executed and delivered by Stockholder and constitutes Shareholder, shall constitute a valid and binding obligation of StockholderShareholder, enforceable against Stockholder Shareholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Appears in 1 contract

Samples: Voting Agreement and Irrevocable Proxy (Aegean Earth & Marine CORP)

Power; Binding Agreement. Stockholder has the legal ------------------------ capacity, power and authority to enter into and perform all of his or her its obligations under this Agreement. The execution, delivery and performance of this Agreement by Stockholder will not violate any other material agreement to which Stockholder is a party, including, without limitation, any voting agreement, stockholders' agreement, partnership agreement or voting trust. This Agreement has been duly and validly executed and delivered by Stockholder and constitutes a valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Appears in 1 contract

Samples: Stockholder Support Agreement (Mattel Inc /De/)

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Power; Binding Agreement. Stockholder Shareholder has (and will have) the legal capacity, power and authority to enter into and perform all of his or her its obligations under this Agreement. The execution, delivery and performance of this Agreement by Stockholder Shareholder will not violate any other agreement to which Stockholder Shareholder is a party, including, without limitation, any voting agreement, stockholdersshareholders' agreement, partnership agreement or voting trust. This Agreement has been duly and validly executed and delivered by Stockholder Shareholder and constitutes a valid and binding obligation of StockholderShareholder, enforceable against Stockholder Shareholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Appears in 1 contract

Samples: Voting Agreement (Made2manage Systems Inc)

Power; Binding Agreement. Stockholder has the legal capacity, power and authority to enter into and perform all of his or her obligations obligations, under this Agreement. The execution, delivery and performance of this Agreement by Stockholder will not violate any other material agreement to which Stockholder is a party, including, without limitation, any voting agreement, stockholders' agreement, partnership agreement or voting trust. This Agreement has been duly and validly executed and delivered by Stockholder and constitutes a valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Appears in 1 contract

Samples: Stockholder Agreement (MKS Instruments Inc)

Power; Binding Agreement. Stockholder has the legal capacity, ------------------------ power and authority to enter into and perform all of his or her its obligations under this Agreement. The execution, delivery and performance of this Agreement by Stockholder will not violate any other material agreement to which Stockholder is a party, including, without limitation, any voting agreement, stockholders' agreement, partnership agreement or voting trust. This Agreement has been duly and validly executed and delivered by Stockholder and constitutes a valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Appears in 1 contract

Samples: Stockholder Support Agreement (Mattel Inc /De/)

Power; Binding Agreement. Stockholder has the legal capacity, power and authority to enter into and perform all of his or her its obligations under this Agreement. The execution, delivery and performance of this Agreement by Stockholder will not violate any other material agreement to which Stockholder is a party, including, without limitation, any voting agreement, stockholders' agreement, partnership agreement or voting trust. This Agreement has been duly and validly executed and delivered by Stockholder and constitutes a valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Learning Co Inc)

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