Common use of Power; Enforceability Clause in Contracts

Power; Enforceability. The Company has all requisite corporate power and authority to execute and deliver this Agreement and the other Transaction Documents, to perform its covenants and obligations hereunder and thereunder and, subject to obtaining the Requisite Stockholder Approval (as defined in Section 3.3), to consummate the Transactions. The execution and delivery by the Company of this Agreement and the other Transaction Documents, the performance by the Company of its covenants and obligations hereunder and thereunder and the consummation by the Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Company, and no additional corporate proceedings on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreement or the other Transaction Documents, the performance by the Company of its covenants and obligations hereunder and thereunder or the consummation by the Company of the Transactions, other than obtaining the Requisite Stockholder Approval. As of the date of this Agreement, the board of directors of the Company (at a meeting duly called and held) has: (a) unanimously determined that the Merger is advisable and fair to and in the best interests of the Company and its stockholders; (b) unanimously approved and adopted this Agreement and approved the Merger and the other Transactions; and (c) subject to the right of the Company’s board of directors to withdraw or modify its recommendation in accordance with the terms of Section 6.2(d), unanimously recommended the adoption of this Agreement by the Company’s stockholders and directed that this Agreement and the Merger be submitted for consideration by the Company’s stockholders at the Company Stockholders’ Meeting (as defined in Section 6.2(a)). This Agreement has been and each of the other Transaction Documents has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, except that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting or relating to creditors’ rights generally and by general equitable and public policy principles.

Appears in 6 contracts

Samples: Merger Agreement (Aml Communications Inc), Merger Agreement (Aml Communications Inc), Merger Agreement (Aml Communications Inc)

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Power; Enforceability. The Company has all requisite corporate power and authority to execute and deliver this Agreement and the other Transaction Documents, to perform its covenants and obligations hereunder and thereunder and, subject to obtaining the Requisite Stockholder Approval (as defined in Section 3.3)Required Shareholder Approval, to consummate the Transactions. The execution and delivery by the Company of this Agreement and the other Transaction Documents, the performance by the Company of its covenants and obligations hereunder and thereunder and the consummation by the Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Company, and no additional corporate proceedings on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreement or the other Transaction Documents, the performance by the Company of its covenants and obligations hereunder and thereunder or the consummation by the Company of the Transactions, other than obtaining the Requisite Stockholder Required Shareholder Approval. As of the date of this Agreement, the board of directors of the Company Board (at a meeting duly called and held) hashas unanimously: (a) unanimously determined that this Agreement and the Merger is Transactions are advisable and fair to and in the best interests of the Company and its stockholdersshareholders; (b) unanimously approved and adopted this Agreement and approved the Merger and the other Transactions; and (c) subject to the right of the Company’s board of directors Company Board to withdraw or modify its recommendation in accordance with the terms of Section 6.2(d5.3(e), unanimously recommended the approval and adoption of this Agreement by the Company’s stockholders 's shareholders and directed that this Agreement and the Merger be submitted for consideration by the Company’s stockholders 's shareholders at the Company Stockholders’ Meeting (as defined in Section 6.2(a))Shareholders' Meeting. This Agreement has been been, and each of the other Transaction Documents has been or will be, duly executed and delivered by the Company (to the extent it is a party thereto) and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a or will constitute the legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with their respective terms, except that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting or relating to creditors' rights generally and by general equitable and public policy principles.

Appears in 2 contracts

Samples: Merger Agreement (Evans Hugh D), Merger Agreement (Anaren Inc)

Power; Enforceability. The Company has all requisite corporate power and authority to execute and deliver this Agreement and the other Transaction DocumentsAgreement, to perform its covenants and obligations hereunder and thereunder and, subject to obtaining the Requisite Stockholder Approval (as defined in Section 3.32.3), to consummate the Contemplated Transactions. The execution and delivery by the Company of this Agreement and the other Transaction DocumentsAgreement, the performance by the Company of its covenants and obligations hereunder and thereunder and the consummation by the Company of the Contemplated Transactions have been duly authorized by all necessary corporate action on the part of the Company, and no additional corporate proceedings on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreement or the other Transaction DocumentsAgreement, the performance by the Company of its covenants and obligations hereunder and thereunder or the consummation by the Company of the Contemplated Transactions, other than obtaining the Requisite Stockholder Approval. As of the date of this Agreement, the board of directors of the Company (at a meeting duly called and held) has: (a) unanimously determined that the Merger is advisable and fair to and in the best interests of the Company and its stockholders; (b) unanimously approved and adopted this Agreement and approved the Merger and the other Contemplated Transactions; and (c) subject to the right of the Company’s board of directors to withdraw or modify its recommendation in accordance with the terms of Section 6.2(d5.2(d), unanimously recommended the adoption of this Agreement by the Company’s stockholders and directed that this Agreement and the Merger be submitted for consideration by the Company’s stockholders at the Company Stockholders’ Meeting (as defined in Section 6.2(a5.2(a),), and (d) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any corporate takeover statute or other similar Legal Requirement (including any “moratorium,” “control share acquisition,” “business combination” or “fair price” statute) of the State of Delaware or any other state, that might otherwise apply to this Agreement, any of the Support Agreements, the Merger or any of the other Contemplated Transactions. This Agreement has been and each of the other Transaction Documents has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective its terms, except that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting or relating to creditors’ rights generally and by general equitable and public policy principles.

Appears in 1 contract

Samples: Merger Agreement (Compellent Technologies Inc)

Power; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and the other Transaction Documents, to perform its covenants and obligations hereunder and thereunder and, subject to obtaining the Requisite Stockholder Approval (as defined in Section 3.3), to consummate the Transactions. The execution and delivery by the Company of this Agreement and the other Transaction Documents, the performance by the Company of its covenants and obligations hereunder and thereunder and the consummation by the Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Company, and no additional corporate proceedings on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreement or the other Transaction Documents, the performance by the Company of its covenants and obligations hereunder and thereunder or the consummation by the Company of the Transactions, other than obtaining the Requisite Stockholder Approval. As of the date of this Agreement, the board of directors of the Company (Company, at a meeting duly called and held) , has: (ai) unanimously determined that the Merger is advisable and fair to and in the best interests of the Company and its stockholders; (bii) unanimously approved and adopted this Agreement and approved the Merger and the other Transactions; and (ciii) subject to the right of the Company’s board of directors to withdraw or modify its recommendation in accordance with the terms of Section 6.2(d), unanimously recommended the adoption of this Agreement by the Company’s stockholders and directed that this Agreement and the Merger be submitted for consideration by the Company’s stockholders at the Company Stockholders’ Meeting (as defined in Section 6.2(a))) in accordance with the terms of this Agreement. This Agreement has been and each of the other Transaction Documents has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, except that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting or relating to creditors’ rights generally and by general equitable and public policy principles. (b) The board of directors of the Company, at a meeting duly called and held on the date hereof:(i) unanimously determined that the Acquisition Proposal (as defined in the Prior Agreement) reflected in the terms of this Agreement constituted a Superior Offer (as defined in the Prior Agreement), and (ii) unanimously resolved to make a Recommendation Change (as defined in the Prior Agreement) in favor of this Agreement and the Transactions contemplated hereby and recommending that the Company’s stockholders reject the Prior Agreement and the transactions contemplated thereby. Since such meeting, the board of directors of the Company has not withdrawn, modified or rescinded any such determinations or resolutions in any manner. The Company complied with the terms of the Prior Agreement in all respects and has not received any notice of allegation of any breach of the Prior Agreement. The Company has not received any Acquisition Proposals (as defined in the Prior Agreement) other than the Acquisition Proposal from Parent contemplated by this Agreement since the date of the Prior Agreement.

Appears in 1 contract

Samples: Merger Agreement (Aml Communications Inc)

Power; Enforceability. The Company has all the requisite corporate power and authority to (a) execute and deliver this Agreement and each Ancillary Agreement to which the other Transaction Documents, to Company is a party; (b) perform its covenants and obligations hereunder under this Agreement and thereunder and, each Ancillary Agreement to which the Company is a party; and (c) subject to obtaining receiving the Requisite Stockholder Approval (as defined in Section 3.3)Shareholder Approval, to consummate the Transactions. The Subject to the receipt of the Table of Contents Requisite Shareholder Approval, the execution and delivery by the Company of this Agreement and each Ancillary Agreement to which the other Transaction DocumentsCompany is a party, the performance by the Company of its covenants and obligations hereunder and thereunder thereunder, and the consummation by the Company of the Transactions have been duly authorized and approved by all necessary corporate action on the part of the Company, Company and no additional corporate proceedings actions on the part of the Company are necessary to authorize (i) the execution and delivery by the Company of this Agreement or the other Transaction Documents, any Ancillary Agreement to which it is a party; (ii) the performance by the Company of its covenants and obligations hereunder and thereunder thereunder; or (iii) the execution and filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the consummation by the Company of the Transactions, other than obtaining the Requisite Stockholder Approval. As of the date of this Agreement, the board of directors of the Company (at a meeting duly called and held) has: (a) unanimously determined that the Merger is advisable and fair to and in the best interests of the Company and its stockholders; (b) unanimously approved and adopted this Agreement and approved the Merger and the other Transactions; and (c) subject to the right of the Company’s board of directors to withdraw or modify its recommendation in accordance with the terms of Section 6.2(d), unanimously recommended the adoption of this Agreement by the Company’s stockholders and directed that this Agreement and the Merger be submitted for consideration by the Company’s stockholders at the Company Stockholders’ Meeting (as defined in Section 6.2(a)). This Agreement has been been, and each of Ancillary Agreement to which the other Transaction Documents Company is a party, has been been, or will at the Closing (as applicable) be, duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective its terms, except that as such enforceability (A) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws Laws affecting or relating to creditors’ rights generally generally; and by (B) is subject to general equitable and public policy principlesprinciples of equity (whether considered in a proceeding at Law or in equity).

Appears in 1 contract

Samples: Merger Agreement (Electronics for Imaging Inc)

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Power; Enforceability. The Company Parent has all the requisite corporate power and authority to (a) execute and deliver this Agreement and each other document to be entered into by the other Transaction Documents, to Parent in connection with the transactions contemplated hereby and thereby; (b) perform its covenants and obligations hereunder and thereunder and, subject to obtaining the Requisite Stockholder Approval thereunder; and (as defined in Section 3.3), to c) consummate the TransactionsTransactions and the other transactions contemplated hereunder. The execution and delivery by the Company of this Agreement and by the other Transaction DocumentsParent, the performance by the Company Parent of its covenants and obligations hereunder and thereunder and the consummation by the Company of the Transactions have been, and the execution and delivery of the other documents contemplated hereby and the consummation of the transactions contemplated hereby has been or shall be duly authorized by all necessary corporate action on the part of the Company, Parent and no additional corporate proceedings entity actions on the part of the Company Parent or its shareholders are necessary to authorize (i) the execution and delivery by the Company of this Agreement or any other documents contemplated hereby by the other Transaction Documents, Parent; (ii) the performance by the Company Parent of its covenants and obligations hereunder and thereunder hereunder; or (iii) the consummation by the Company of the Transactions, Transactions and any other than obtaining the Requisite Stockholder Approval. As of the date of this Agreement, the board of directors of the Company (at a meeting duly called and held) has: (a) unanimously determined that the Merger is advisable and fair to and in the best interests of the Company and its stockholders; (b) unanimously approved and adopted this Agreement and approved the Merger and the other Transactions; and (c) subject to the right of the Company’s board of directors to withdraw or modify its recommendation in accordance with the terms of Section 6.2(d), unanimously recommended the adoption of this Agreement by the Company’s stockholders and directed that this Agreement and the Merger be submitted for consideration by the Company’s stockholders at the Company Stockholders’ Meeting (as defined in Section 6.2(a))transactions contemplated hereby. This Agreement has been and each of the any other Transaction Documents has documents contemplated hereby have been duly executed and delivered by the Company Parent and, assuming the due authorization, execution and delivery by Parent the Company, constitutes, and Merger Subthe other documents contemplated hereby will constitute, constitutes a legal, valid and binding obligation of the CompanyParent, enforceable against the Company Parent in accordance with their respective its terms, except that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting or relating to creditors’ rights generally and by general equitable and public policy principlesthe Enforceability Limitations.

Appears in 1 contract

Samples: Business Combination Agreement (Cogint, Inc.)

Power; Enforceability. (a) The Company has all the requisite corporate power and authority to (a) execute and deliver this Agreement and the other Transaction Documents, to Agreement; (b) perform its covenants obligations hereunder; and obligations hereunder and thereunder and, (c) subject to obtaining receiving the Requisite Stockholder Approval (as defined in Section 3.3)Approval, to consummate the TransactionsMerger. The execution and delivery by the Company of this Agreement and by the other Transaction DocumentsCompany, the performance by the Company of its covenants and obligations hereunder and thereunder hereunder, and the consummation by the Company of the Transactions Merger, have been duly authorized and approved by all necessary the Company Board, and except for obtaining the Requisite Stockholder Approval and filing of the Company Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate action on the part of the Company, and no additional corporate proceedings on the part of the Company are is necessary to authorize the execution and delivery by the Company of this Agreement or the other Transaction DocumentsAgreement, the performance by the Company of its covenants and obligations hereunder and thereunder or the consummation by the Company of the Transactions, other than obtaining the Requisite Stockholder Approval. As of the date of this Agreement, the board of directors of the Company (at a meeting duly called and held) has: (a) unanimously determined that the Merger is advisable and fair to and in the best interests of the Company and its stockholders; Merger. (b) unanimously approved and adopted this Agreement and approved the Merger and the other Transactions; and (c) subject to the right of the Company’s board of directors to withdraw or modify its recommendation in accordance with the terms of Section 6.2(d), unanimously recommended the adoption of this Agreement by the Company’s stockholders and directed that this Agreement and the Merger be submitted for consideration by the Company’s stockholders at the Company Stockholders’ Meeting (as defined in Section 6.2(a)). This Agreement has been and each of the other Transaction Documents has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Parent and Merger SubEntities, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective its terms, except that (A) such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws Laws affecting or relating to creditors’ rights generally and by general (B) equitable remedies of specific performance and public policy principlesinjunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (such exceptions in clauses (A) and (B), the “Enforceability Exceptions”).

Appears in 1 contract

Samples: Merger Agreement (Atlas Technical Consultants, Inc.)

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