POWER OF THE SELLING STOCKHOLDER; APPROVAL OF THE MERGER TRANSACTION Sample Clauses

POWER OF THE SELLING STOCKHOLDER; APPROVAL OF THE MERGER TRANSACTION. (a) Each Selling Stockholder has the full power, legal capacity, and authority to execute and deliver this Merger Agreement and each Transaction Document to which the Selling Stockholder is a party and to perform the Selling Stockholder's obligations in this Merger Agreement and in all Transaction Documents to which the Selling Stockholder is a party. This Merger Agreement constitutes, and each such Transaction Document when executed in the Selling Stockholder's individual or legal capacity and delivered by the Selling Stockholder, or the Stockholders' Agent, will constitute the legal, valid, and binding obligation of each respective Selling Stockholder, enforceable against each Selling Stockholder in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors' rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law). If the Selling Stockholder is an Entity, the Selling Stockholder has obtained, in accordance with all applicable Governmental Requirements and its Charter Documents, all approvals and the taking of all actions necessary for the authorization, execution, delivery, and performance by the Selling Stockholder of this Merger Agreement and the Transaction Documents to which the Selling Stockholder is a party. If the Selling Stockholder is acting otherwise than in his individual capacity (whether as an executor or a guardian or in any other fiduciary or representative capacity), all actions on the part of the Selling Stockholder and all other Persons (including any court) necessary for the authorization, execution, delivery, and performance by the Selling Stockholder of this Merger Agreement and the Transaction Documents to which the Selling Stockholder is a party have been duly taken and the transactions contemplated herein have been duly authorized.
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Related to POWER OF THE SELLING STOCKHOLDER; APPROVAL OF THE MERGER TRANSACTION

  • Requisite Stockholder Approval The Requisite Stockholder Approval shall have been obtained.

  • Stockholder Approvals Each of the Company Stockholder Approval and the Parent Stockholder Approval shall have been obtained.

  • Company Shareholder Approval The Company Shareholder Approval shall have been obtained.

  • Parent Stockholder Approval The Parent Stockholder Approval shall have been obtained.

  • Merger Transaction Section 2.1

  • Stockholder Approval The Company Stockholder Approval shall have been obtained.

  • Parent Shareholder Approval The Parent Shareholder Approval shall have been obtained.

  • Company Stockholder Approval The Company Stockholder Approval shall have been obtained.

  • The Merger Agreement The following is a summary of material terms of the Merger Agreement. This summary is not a complete description of the terms and conditions thereof and is qualified in its entirety by reference to the full text thereof, which is incorporated herein by reference and a copy of which has been filed with the SEC as an exhibit to Schedule TO. The Merger Agreement may be examined, and copies thereof may be obtained, as set forth in Section 8 above.

  • of the Merger Agreement Section 3.5 of the Merger Agreement shall be deleted and replaced in its entirety with the following:

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