Stockholder Authority; Noncontravention. (a) Stockholder has all necessary limited partnership power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by Stockholder of this Agreement have been duly authorized and approved by its general partner and no other action on the part of the general partner of Stockholder is necessary to authorize the execution, delivery and performance by Stockholder of this Agreement and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Stockholder and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, except that such enforceability may be limited by the Bankruptcy and Equity Exception, (b) Neither the execution and delivery of this Agreement by Stockholder nor compliance by Stockholder with any of the terms or provisions hereof, will (i) conflict with or violate any provision of the limited partnership agreement of Stockholder or (ii) violate any law, judgment, writ or injunction of any governmental authority applicable to Stockholder or any of its properties or assets. No consent, waiver, approval, order, permit or authorization of, or declaration or filing with, or notification to, any person or governmental body is required on the part of Stockholder in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.
Appears in 3 contracts
Samples: Merger Agreement (Refco Inc.), Merger Agreement (Refco Inc.), Merger Agreement (Refco Inc.)
Stockholder Authority; Noncontravention. (a) Stockholder has all necessary limited partnership power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by Stockholder of this Agreement have been duly authorized and approved by its general partner and no other action on the part of the general partner of Stockholder is necessary to authorize the execution, delivery and performance by Stockholder of this Agreement and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Stockholder and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, except that such enforceability may be limited by the Bankruptcy and Equity Exception,
(b) Neither the execution and delivery of this Agreement by Stockholder nor compliance by Stockholder with any of the terms or provisions hereof, will (i) conflict with or violate any provision of the limited partnership agreement of Stockholder or (ii) violate any law, judgment, writ or injunction of any governmental authority applicable to Stockholder or any of its properties or assets. No Except for such consents or approvals obtained prior to the date hereof, no consent, waiver, approval, order, permit or authorization of, or declaration or filing with, or notification to, any person or governmental body is required on the part of Stockholder in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.
Appears in 1 contract
Samples: Merger Agreement (Refco Inc.)
Stockholder Authority; Noncontravention. (a) Each Stockholder has all necessary limited partnership power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by each Stockholder of this Agreement have been duly authorized and approved by its general partner and no other action on the part of the general partner of any Stockholder is necessary to authorize the execution, delivery and performance by Stockholder the Stockholders of this Agreement and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each Stockholder and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of each Stockholder, enforceable against each Stockholder in accordance with its terms, except that such enforceability may be limited by the Bankruptcy and Equity Exception,.
(b) Neither the execution and delivery of this Agreement by each Stockholder nor compliance by each Stockholder with any of the terms or provisions hereof, will (i) conflict with or violate any provision of the limited partnership agreement any governing documents of such Stockholder or (ii) violate any law, judgment, writ or injunction of any governmental authority applicable to any Stockholder or any of its properties or assets. No consent, waiver, approval, order, permit or authorization of, or declaration or filing with, or notification to, any person or governmental body is required on the part of any Stockholder in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.
Appears in 1 contract
Samples: Merger Agreement (Refco Inc.)
Stockholder Authority; Noncontravention. (a) Such Responsible Stockholder has all necessary corporate, limited partnership or limited liability company power and authority (as applicable) to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by such Responsible Stockholder of this Agreement have has been duly authorized and approved by its respective general partner partners or members (as applicable) and no other action on the part of the such general partner of Stockholder partners or members (as applicable) is necessary to authorize the execution, delivery and performance by such Responsible Stockholder of this Agreement and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by such Responsible Stockholder and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of such Responsible Stockholder, enforceable against such Responsible Stockholder in accordance with its terms, except that such enforceability may be limited by the Bankruptcy and Equity Exception,.
(b) Neither the execution and delivery of this Agreement by such Responsible Stockholder nor compliance by such Responsible Stockholder with any of the terms or provisions hereof, will (i) conflict with or violate any provision of the respective limited partnership agreements or limited liability company agreement (as applicable) of such Responsible Stockholder or (ii) violate any law, judgment, writ or injunction of any governmental authority applicable to such Responsible Stockholder or any of its respective properties or assets. No consent, waiver, approval, order, permit or authorization of, or declaration or filing with, or notification to, any person or governmental body is required on the part of such Responsible Stockholder in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.
Appears in 1 contract
Samples: Merger Agreement (Black Knight Financial Services, Inc.)