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: Merger Agreement (Players International Inc /Nv/), Merger Agreement (Rio Hotel & Casino Inc), Merger Agreement (Harrahs Entertainment Inc)
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: Merger Agreement (Yesmail Com Inc), Stockholder Agreement (Kleinheinz John B), 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 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: Merger Agreement (Cmgi Inc), Stockholder Agreement (Prodigy Communications Corp), Stockholder Agreement (Cmgi Inc)
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: Merger Agreement (Harrahs Entertainment Inc), Merger Agreement (Showboat 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
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
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: Merger Agreement (Learning Co Inc)
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
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
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