Power; Binding Agreement. Stockholder has full power and authority to execute and deliver this Agreement, to perform Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Stockholder of this Agreement, the performance by Stockholder of its obligations hereunder and the consummation by Stockholder of the transactions contemplated hereby have been duly and validly authorized by Stockholder and no other actions or proceedings on the part of Stockholder is necessary to authorize the execution and delivery by it, him or her of this Agreement, the performance by Stockholder of its, his or her obligations hereunder or the consummation by Stockholder of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Stockholder and constitutes the valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms.
Appears in 9 contracts
Samples: Voting Agreement (Perfumania Holdings, Inc.), Voting Agreement (Parlux Fragrances Inc), Voting Agreement (Parlux Fragrances Inc)
Power; Binding Agreement. Such Stockholder has full power and authority to execute and deliver this Agreement, to perform the Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by such Stockholder of this Agreement, the performance by each Stockholder of its obligations hereunder and the consummation by such Stockholder of the transactions contemplated hereby have been duly and validly authorized by such Stockholder and no other actions or proceedings on the part of such Stockholder is necessary to authorize the execution and delivery by it, him or her of this Agreement, the performance by such Stockholder of its, his or her obligations hereunder or the consummation by such Stockholder of the transactions contemplated hereby. This Agreement has been duly executed and delivered by such Stockholder and constitutes the valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms.
Appears in 8 contracts
Samples: Voting Agreement (Perfumania Holdings, Inc.), Voting Agreement (Perfumania Holdings, Inc.), Voting Agreement (JM-CO Capital Fund, LLC)
Power; Binding Agreement. The Stockholder has full power and authority to execute and deliver this AgreementAgreement and the Proxy, to perform the Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Stockholder of this Agreement, the performance by the Stockholder of its obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby have been duly and validly authorized by the Stockholder and no other actions or proceedings on the part of the Stockholder is are necessary to authorize the execution and delivery by it, him or her it of this Agreement, the performance by the Stockholder of its, his or her its obligations hereunder or the consummation by the Stockholder of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Stockholder and the Stockholder, and, assuming this Agreement constitutes the a valid and binding obligation of Parent, constitutes a valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms.
Appears in 8 contracts
Samples: Tender and Voting Agreement (Mercury Interactive Corp), Tender and Voting Agreement (Phoenix Technologies LTD), Tender and Voting Agreement (Actelion US Holding CO)
Power; Binding Agreement. Such Stockholder has full power and authority to execute and deliver this Agreement, to perform the Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by such Stockholder of this Agreement, the performance by such Stockholder of its obligations hereunder and the consummation by such Stockholder of the transactions contemplated hereby have been duly and validly authorized by such Stockholder and no other actions or proceedings on the part of such Stockholder is necessary to authorize the execution and delivery by it, him or her of this Agreement, the performance by such Stockholder of its, his or her obligations hereunder or the consummation by such Stockholder of the transactions contemplated hereby. This Agreement has been duly executed and delivered by such Stockholder and constitutes the valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms.
Appears in 3 contracts
Samples: Voting Agreement (Perfumania Holdings, Inc.), Voting Agreement (Perfumania Holdings, Inc.), Voting Agreement (Parlux Fragrances Inc)
Power; Binding Agreement. Stockholder has full power and authority to execute and deliver this AgreementAgreement and the Proxy, to perform Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Stockholder of this AgreementAgreement and the Proxy, the performance by Stockholder of its obligations hereunder and thereunder and the consummation by Stockholder of the transactions contemplated hereby and thereby have been duly and validly authorized by Stockholder and no other actions or proceedings on the part of Stockholder is are necessary to authorize the execution and delivery by it, him or her it of this AgreementAgreement or the Proxy, the performance by Stockholder of its, his or her its obligations hereunder or thereunder or the consummation by Stockholder of the transactions contemplated herebyhereby or thereby. This Agreement has and the Proxy have been duly executed and delivered by Stockholder and constitutes the valid and binding obligation on behalf of Stockholder, enforceable against Stockholder in accordance with its terms.
Appears in 2 contracts
Samples: Tender and Voting Agreement (Pegasystems Inc), Tender and Voting Agreement (Chordiant Software Inc)
Power; Binding Agreement. Stockholder has full power power, authority and authority capacity to execute and deliver this AgreementVoting Agreement and the Proxy, to perform Stockholder’s 's obligations hereunder and to consummate the transactions contemplated herebyhereby and thereby. The If Stockholder is a corporation or other entity, the execution, delivery and performance by Stockholder of this Agreement, the performance by Stockholder of its obligations hereunder Voting Agreement and the consummation by Stockholder it of the transactions contemplated hereby have been duly and validly authorized by Stockholder and no other actions or proceedings on the part of Stockholder is are necessary to authorize the execution and delivery by it, him or her it of this Agreement, the performance by Stockholder of its, his or her obligations hereunder or Voting Agreement and the consummation by Stockholder it of the transactions contemplated hereby. This Voting Agreement has and the Proxy have been duly executed and delivered by Stockholder Stockholder, and constitutes the constitute valid and binding obligation obligations of Stockholder, enforceable against Stockholder in accordance with its their terms.
Appears in 2 contracts
Samples: Voting Agreement (Cellegy Pharmaceuticals Inc), Voting Agreement (Cellegy Pharmaceuticals Inc)
Power; Binding Agreement. The Stockholder has full power and authority to execute and deliver this AgreementAgreement and the Proxy, to perform the Stockholder’s 's obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Stockholder of this Agreement, the performance by the Stockholder of its obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby have been duly and validly authorized by the Stockholder and no other actions or proceedings on the part of the Stockholder is are necessary to authorize the execution and delivery by it, him or her it of this Agreement, the performance by the Stockholder of its, his or her its obligations hereunder or the consummation by the Stockholder of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Stockholder and the Stockholder, and, assuming this Agreement constitutes the a valid and binding obligation of Parent, constitutes a valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms.
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Power; Binding Agreement. Stockholder has Stockholders have full power and authority to execute and deliver this Stockholder Agreement, to perform Stockholder’s Stockholders’ obligations hereunder and to consummate the transactions contemplated hereby. The If a Stockholder is a corporation or other entity, the execution, delivery and performance by such Stockholder of this Agreement, the performance by Stockholder of its obligations hereunder Agreement and the consummation by Stockholder it of the transactions contemplated hereby have been duly and validly authorized by such Stockholder and no other actions or proceedings on the part of such Stockholder is are necessary to authorize the execution and delivery by it, him or her it of this Agreement, the performance by Stockholder of its, his or her obligations hereunder or Agreement and the consummation by Stockholder it of the transactions contemplated hereby. This Stockholder Agreement has been duly executed and delivered by Stockholders, and, assuming this Stockholder and Agreement constitutes the a valid and binding obligation of StockholderOfferor, constitutes a valid and binding obligation of Stockholders, enforceable against Stockholder it in accordance with its terms.
Appears in 1 contract
Power; Binding Agreement. Stockholder has full power power, authority and authority capacity to execute and deliver this AgreementVoting Agreement and the Proxy, to perform Stockholder’s obligations hereunder and to consummate the transactions contemplated herebyhereby and thereby. The If Stockholder is a corporation or other entity, the execution, delivery and performance by Stockholder of this Agreement, the performance by Stockholder of its obligations hereunder Voting Agreement and the consummation by Stockholder it of the transactions contemplated hereby have been duly and validly authorized by Stockholder and no other actions or proceedings on the part of Stockholder is are necessary to authorize the execution and delivery by it, him or her it of this Agreement, the performance by Stockholder of its, his or her obligations hereunder or Voting Agreement and the consummation by Stockholder it of the transactions contemplated hereby. This Voting Agreement has and the Proxy have been duly executed and delivered by Stockholder Stockholder, and constitutes the constitute valid and binding obligation obligations of Stockholder, enforceable against Stockholder in accordance with its their terms.
Appears in 1 contract