Power, Authorization and Validity Sample Clauses

Power, Authorization and Validity. (a) Company has the right, power and authority to enter into and perform its obligations under this Agreement and all Company Ancillary Agreements. The execution, delivery and performance of this Agreement and the Company Ancillary Agreements, and the Merger, have been duly and validly approved and authorized by Company, and this Agreement has been duly executed and delivered by Company. The affirmative votes of the holders of (i) a majority of the shares of Company Common Stock that are issued and outstanding (voting as a separate class), (ii) a majority of the shares of Company Common Stock and Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis), (iii) a majority of the shares of Company Series D Preferred Stock that are issued and outstanding (voting as a separate class on an as-converted to Company Common Stock basis) and (iv) a majority of the shares of Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis) (collectively, the “Requisite Votes”) are the only votes of the Company Stockholders necessary under all Applicable Laws and the Company Charter Documents to approve the Merger, this Agreement and, if required, each Company Ancillary Agreement and all other agreements, transactions and actions contemplated hereby and thereby. (b) No filing, authorization, consent, approval, permit, order, registration or declaration from any United States Governmental Authority is necessary to enable Company to enter into, and to perform its obligations under, this Agreement or the Company Ancillary Agreements, except for the filing of the Certificate of Merger with the State of Delaware Secretary of State. (c) This Agreement and the Company Ancillary Agreements are, or when executed by Company will be, and assuming the due authorization, execution and delivery hereof (and in the case of Acquirer Ancillary Agreements, thereof) by Acquirer and all other parties thereto will each constitute, valid and binding obligations of Company, enforceable against Company in accordance with their respective terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Power, Authorization and Validity. 3.2.1 DoveBid has the corporate right, power and authority to enter into and perform its obligations under this Agreement, and all agreements to which DoveBid is or will be a party that are required to be executed pursuant to this Agreement (the "DoveBid Ancillary Agreements"). The execution, delivery and performance of this Agreement and the DoveBid Ancillary Agreements have been duly and validly approved and authorized by DoveBid's Board of Directors. No vote of the stockholders of DoveBid is required by the Certificate of Incorporation, bylaws, other governing documents of DoveBid or applicable law with respect to the due authorization and approval of this Agreement, the DoveBid Ancillary Documents or the transactions contemplated hereby and thereby. 3.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable DoveBid to enter into, and to perform its obligations under, this Agreement and the DoveBid Ancillary Agreements, except for (a) the filing of appropriate documents with the relevant authorities of California and Delaware and other states in which DoveBid is qualified to do business, if any, and (b) such qualifications and filings as may be required to comply with United States federal and state securities laws and the securities laws of any other jurisdiction as may be required in connection with the transactions contemplated by this Agreement. All such qualifications and filings will, in the case of qualifications, be effective on the Closing, and will, in the case of filings be made within the time prescribed by applicable law. 3.2.3 This Agreement and the DoveBid Ancillary Agreements are, or when executed by DoveBid will be, valid and binding obligations of DoveBid enforceable against DoveBid in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (b) rules of law governing specific performance, injunctive relief and other equitable remedies and (c) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities.

Power, Authorization and Validity. 2.2.1 Antinori has the corporate right, power, legal capacity and authority to enter into and perform its obligations under this Agreement and all agreements to which Antinori is or will be a party that are required to be executed pursuant to this Agreement (the "ANTINORI ANCILLARY AGREEMENTS"). The execution, delivery and performance of this Agreement and the Antinori Ancillary Agreements have been duly and validly approved by the Antinori Board of Directors and the Antinori Shareholders, as required by applicable law. 2.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable Antinori to enter into, and to perform its obligations under, this Agreement and the Antinori Ancillary Agreements, except for (a) the filing of the Plan of Merger with the Secretaries of State of the States of Texas and Georgia (which filing has been authorized by all necessary corporate approvals) and publication of notice thereof, and (b) consents required under contracts disclosed in SCHEDULE 2.5 as exceptions to the representation made in the last sentence of Section 2.5. 2.2.3 This Agreement and the Antinori Ancillary Agreements are, or when executed and delivered by Antinori will be, valid and binding obligations of Antinori, enforceable against Antinori in accordance with their respective terms, except as to the effect, if any of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, and (b) rules of law governing specific performance, injunctive relief and other equitable remedies; provided, however, that the Antinori Ancillary Agreements will not be effective until the earlier of the date set forth therein or the Effective Time.

Power, Authorization and Validity. 2.2.1 The Company and each Shareholder has the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, and all agreements to which the Company and each Shareholder is or will be a party that are required to be executed pursuant to this Agreement (the "Ancillary Agreements"). The execution, delivery and performance of this Agreement and the Ancillary Agreements have been duly and validly approved and authorized by the Company's Board of Directors. No vote of the shareholders of the Company is required by the Articles of Incorporation, bylaws, other governing documents of the Company or applicable law with respect to the due authorization and approval of this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby. Each Shareholder is an "accredited investor" as such term is defined in Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"). 2.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable the Company or the Shareholders to enter into, and to perform their respective obligations under, this Agreement and the Ancillary Agreements, except for such qualifications and filings as may be required to comply with federal and state securities laws as may be required in connection with the transactions contemplated by this Agreement. All such qualifications and filings will, in the case of qualifications, be effective on the Closing, and will, in the case of filings, be made within the time prescribed by applicable law. 2.2.3 This Agreement and the Ancillary Agreements are, or when executed by the Company and the Shareholders will be, valid and binding obligations of the Company and the Shareholders enforceable against the Company and the Shareholders in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (b) rules of law governing specific performance, injunctive relief and other equitable remedies and (c) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities.

Power, Authorization and Validity. Each Party represents that it has the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, and all agreements to which the Party is or will be a party that are required to be executed pursuant to this Agreement. The execution, delivery and performance of this Agreement have been duly and validly approved and authorized by the Party’s authorized organ (e.g. board of directors).

Power, Authorization and Validity. 3.2.1 Each of Parent and Newco has the corporate right, power, legal capacity and authority to enter into and perform its obligations under this Agreement and under the Affiliate Agreements and the Confidential Disclosure Agreement and any agreement in addition to those referred to above agreements to which Parent or Newco is or will be a party and that are required to be executed by Company or Newco as a condition of Company's obligations as provided in Section 7.1 (the "Parent Ancillary Agreements"). The Merger and the --------------------------- execution, delivery and performance of this Agreement and the Parent Ancillary Agreements have been duly and validly approved and authorized by Parent's Board of Directors and Newco's Board of Directors, as applicable, and by Parent as the sole stockholder of Newco. 3.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable Parent to enter into, and to perform its obligations under, this Agreement and the Parent Ancillary Agreements, except for (a) the filing of the Agreement of Merger and the Certificate of Merger with the California Secretary of State and the Delaware Secretary of State, respectively, the filing of such officers' certificates and other documents as are required to effect the Merger under Delaware and California law and the filing of appropriate documents with the relevant authorities of other states in which Parent is qualified to do business, if any, (b) such filings as may be required to comply with federal and state securities laws, including the Permit Application (as defined in Section 4.6) and (c) the filings required by the HSR Act. 3.2.3 Assuming the due authorization, execution and delivery by Company, this Agreement and the Parent Ancillary Agreements are, or when executed by Parent and Newco (as applicable) and the other parties thereto will be, valid and binding obligations of Parent and Newco, enforceable against Parent and Newco in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (b) rules of law governing specific performance, injunctive relief and other equitable remedies; provided, however, that the Agreement of -------- ------- Merger, the Certificate of Merger and the Parent Ancillary Agreements will not be effective until the earlier of the Effective Time or the date provided for therein.

Power, Authorization and Validity. 2.2.1 Target has the corporate right, power, legal capacity and authority to enter into and perform its obligations under this Agreement and under the Escrow Agreement and the other agreements to be signed by Target in connection with this Agreement (the "Target Ancillary Agreements"). This Agreement and the Target Ancillary Agreements have been or will be duly executed and delivered by Target. The execution, delivery and performance of this Agreement and the Target Ancillary Agreements have been duly and validly approved and authorized by all necessary corporate action on the part of Target (other than the approval and adoption of this Agreement by the shareholders of Target as required under California Law). The Board of Directors of Target has (a) unanimously determined that the Merger is advisable and fair and in the best interests of Target and its shareholders, (b) unanimously approved the execution, delivery and performance of this Agreement by the Target and has unanimously approved the Merger, and (c) unanimously recommended the adoption and approval of this Agreement and the Merger by the Target Shareholder and directed that this Agreement and the Merger be submitted for consideration by the Target's shareholders at the Shareholders' Meeting (as defined in Section 4.14). The affirmative vote of the holders of a majority of the shares of Target Common Stock, voting in accordance with Target's Articles of Incorporation and California Law, outstanding on the record date for the Shareholders' Meeting (the "Required Vote") is the only vote of the holders of any class or series of the Company's capital stock necessary to adopt and approve this Agreement, the Merger and the other transactions contemplated by this Agreement. 2.2.2 No filing, authorization or approval with or of any governmental entity is necessary or required to be made or obtained prior to the Effective Time to enable Target to enter into, and to perform its obligations under, this Agreement and the Target Ancillary Agreements, except for (a) the filing of the Articles of Merger with the Secretary of State, the filing of such officers' certificates and other documents as are required to effectuate the Merger under Utah law and the filing of appropriate documents with the relevant authorities of the states other than Delaware and Utah in which Target is qualified to do business, if any, (b) such filings as may be required to comply with federal and state securities laws, and (c) the appr...

Power, Authorization and Validity. The Company has the corporate power, legal capacity and corporate authority to enter into and perform its obligations under this Agreement and each of the Related Agreements to which it is a party. The execution, delivery and performance by the Company of this Agreement and each of the Related Agreements to which it is a party have been duly and validly approved and authorized by all necessary corporate action on its part. No authorization, consent, or approval, governmental or otherwise, is necessary to enable the Company to enter into the Agreement or any Related Agreement to which it is a party and to perform its obligations hereunder or thereunder. This Agreement is, and each of the Related Agreements to which it is a party when executed and delivered by the Company will be, the valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Power, Authorization and Validity. 2.2.1 Each Company and each Shareholder has the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, and all agreements and documents to which each Company and each Shareholder is or will be a party that are required to be executed pursuant to this Agreement (the "Ancillary Documents"). The execution, delivery and performance of this Agreement and the Ancillary Documents have been duly and validly approved and authorized by each Company's shareholders and Board of Directors and all necessary actions under applicable law. 2.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable each Company and each Shareholder to enter into, and to perform their respective obligations under, this Agreement and the Ancillary Documents, except for such qualifications and filings as may be required to comply with applicable securities laws of such jurisdictions as may be required in connection with the transactions contemplated by this Agreement. All such qualifications and filings will, in the case of qualifications, be effective on the Closing, and will, in the case of filings, be made within the time prescribed by applicable law. 2.2.3 This Agreement and the Ancillary Documents are, or when executed by the Signing Companies and the Shareholders will be, valid and binding obligations of the Signing Companies and the Shareholders enforceable against the Signing Companies and the Shareholders in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (b) rules of law governing specific performance, injunctive relief and other equitable remedies and (c) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities.

Power, Authorization and Validity. (a) Zhone and Sub each has the corporate right, power, legal capacity and authority to execute and deliver, and to consummate the transactions contemplated by, the Transaction Documents to which it is or will be a party and to perform its obligations under each of them. The execution and delivery of, and the consummation of the transactions contemplated by, each of the Transaction Documents to which Zhone or Sub is or will be a party, the Zhone 1999 Stock Option Plan, and each Zhone Stock Option Agreement has been duly and validly approved and authorized by all necessary corporate action. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is required by or with respect to Zhone or Sub in connection with the execution and delivery of, and the consummation by them of the transactions contemplated by, any of the Transaction Documents to which either of them is or will be a party, or the Zhone 1999 Stock Option Plan or any Zhone Stock Option Agreement, except for the filing of the Agreement of Merger and officers' certificates with the office of the Secretary of State of the State of California, the filing of appropriate documents with the relevant authorities of other states in which OptaPhone is qualified to do business, and such filings under federal and state securities laws as have already been completed or which are not yet due. (c) Each of the Transaction Documents to which Zhone or Sub is or will be a party, the Zhone 1999 Stock Option Plan, and each Zhone Stock Option Agreement has been, or upon its execution and delivery by Zhone or Sub will have been, duly executed and delivered by it and constitutes or will constitute upon its execution and delivery, a valid and binding obligation of Zhone or Sub, enforceable in accordance with its terms.