Shareholder Authority. Each Shareholder has full right, power, legal capacity and authority to (i) execute, deliver and perform this Agreement, and all other documents and instruments referred to herein or contemplated hereby to be executed, delivered and/or performed by the Shareholders (each a "Shareholder Related Document") and (ii) consummate the transactions contemplated herein and thereby. This Agreement has been duly executed and delivered by each Shareholder and constitutes, and each Shareholder Related Document, when duly executed and delivered by each Shareholder who is a party thereto will constitute, legal, valid and binding obligations of such Shareholder enforceable against such Shareholder in accordance with their respective terms and conditions, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by general principles of equity (whether applied in a proceeding at law or in equity).
Shareholder Authority. The Company has obtained all necessary shareholder and third party consents (which consents are subsisting and remain sufficient and have not been revoked at the Issue Date) to allocate the Warrants to the Holder pursuant to the Conditions.
Shareholder Authority. The Shareholder has all requisite limited liability company power and limited liability company authority to enter into this Agreement and the Indemnification Agreement and each other document contemplated hereby and thereby to be executed by the Shareholder. The execution, delivery and performance of this Agreement and the Indemnification Agreement by the Shareholder and the consummation by the Shareholder of the transactions contemplated herein and therein have been duly authorized by all necessary action on the part of the Shareholder. This Agreement and the Indemnification Agreement and each other document contemplated hereby and thereby have been (or when executed, will be) duly executed and delivered by the Shareholder and constitute, or when executed and delivered by the Shareholder (assuming that Serologicals executes and delivers such agreements) will constitute, the legal, valid and binding agreements of the Shareholder, enforceable against the Shareholder in accordance with their respective terms, except as such enforceability may be affected by bankruptcy, insolvency or similar laws affecting creditors' rights and by judicial discretion in the enforcement of equitable remedies.
Shareholder Authority. 6 5.3 Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 5.4 Organization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 5.5 Capitalization of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 5.6
Shareholder Authority. Attachment 5.2 includes a complete list of all the Eastco quota holders. The Consenting Interveners state hereby that they have legal right, power and authority to celebrate this Contract. The formalization of this Contract, as well as transaction conclusion awarded herein, were duly authorized by all the Eastco necessary acts, and this Contract is a legal, valid and binding obligation as to Eastco and each one of Consenting Interveners, feasible against them, according to its terms. There is no process in progress where there is questioned or put in doubt the right and authority of Consenting Interveners for performing the operations and transactions object of this Contract.
Shareholder Authority. Each Shareholder, acting alone, has full right, power and authority to sell, transfer and deliver to the Purchaser the full legal and beneficial ownership in the Shares to be sold by such Shareholder pursuant to this Agreement and to consummate the transactions contemplated herein. This Agreement has been duly and validly executed and delivered by such Shareholder and is a legal, valid and binding obligation of such Shareholder enforceable in accordance with its terms. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby nor compliance by such Shareholder with any of the provisions hereof will (i) result in any conflict with, breach of, or default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture or warrant or any franchise, license, permit, agreement or other instrument or obligation to which such Shareholder is a party or by which such Shareholder or any of his properties or assets may be bound, or (ii) violate any order, writ, injunction, judgment, decree, law, statute, rule or regulation applicable to such Shareholder, or any of his properties or assets. No action, consent or approval by, or filing with, any third party or any federal, state, municipal, foreign or other court or governmental or administrative body or agency, or any other regulatory or self-regulatory body, is required in connection with the execution and delivery by such Shareholder of this Agreement or the consummation by such Shareholder of the transactions contemplated hereby, other than the consent of the shareholders of the Company to the transactions described in Section 2.1 hereof.
Shareholder Authority. Shareholder has the legal capacity to enter into Agreement and any other agreements as may be necessary to effect this Agreement to which Shareholder is a party and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Shareholder and constitutes valid and binding obligations of Shareholder, enforceable in accordance with its terms.
Shareholder Authority. No Conflict; Required Filings and Consents........................................................24 SECTION 4.02. Securities Act..................................................25 SECTION 4.03. Ownership of Company Shares.....................................25 ARTICLE V REPRESENTATIONS AND WARRANTIES OF PURCHASER
Shareholder Authority. Under Delaware law, GGC does not require the approval of a majority of its shareholders to effect the transactions contemplated by this Agreement (including the transfer of the Global Oro Interest and the Global Plata Interest).
Shareholder Authority. Each Shareholder has the full right, power and authority to enter into and perform such Shareholder's obligations under this Agreement. This Agreement is, and each of the other Transaction Documents to which each Shareholder will be a party, when executed and delivered by such Shareholder, shall be, a valid and binding obligation of each Shareholder enforceable in accordance with its terms except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application relating to or affecting enforcement of creditors' rights and rules or laws concerning equitable remedies.
