AUTHORITY OF THE STOCKHOLDERS Sample Clauses

AUTHORITY OF THE STOCKHOLDERS. The Stockholders have full power, competency and authority to enter into this Agreement and to make a valid transfer of their common stock as herein contemplated. No authorization or approval or exemption from or filing or registration with any court, person, personal representative, executor, governmental agency, commission or board or any instrumentality of any government or private regulatory body is necessary to authorize this Agreement by Life or the Stockholders.
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AUTHORITY OF THE STOCKHOLDERS. Each of the Principal Stockholders which is not an individual has full authority under its applicable limited partnership agreement or other governing documents to enter into this Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of such Principal Stockholder pursuant to or as contemplated by this Agreement and to carry out the transactions contemplated hereby and thereby. This Agreement and all of the agreements, documents and instruments to be executed and delivered by each of the Principal Stockholders and the Management Stockholders pursuant to or as contemplated by this Agreement constitute, or when executed and delivered by such Principal Stockholder or such Management Stockholder will constitute, valid and binding obligations of such Principal Stockholder or such Management Stockholder enforceable in accordance with their respective terms.
Sample 1
AUTHORITY OF THE STOCKHOLDERS. The Foundation is a nonprofit corporation duly organized and validly existing under the laws of the State of Tennessee. Each of the Stockholders has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; the execution, delivery and performance of this Agreement by the Stockholders will not violate any agreement or instrument to which any Stockholder is a party.
Sample 1
AUTHORITY OF THE STOCKHOLDERS. (a) Each Stockholder has full right, authority and power to enter into this Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of it pursuant to or as contemplated by this Agreement and to carry out the transactions contemplated hereby and thereby. This Agreement and each agreement, document and instrument to be executed and delivered by each Stockholder or by the Company pursuant to or as contemplated by this Agreement (to the extent it contains obligations to be performed by such Stockholder or the Company) constitutes, or when executed and delivered will constitute, valid and binding obligations of such Stockholder or the Company enforceable in accordance with their respective terms, subject to the terms hereof. The execution, delivery and performance by each Stockholder of this Agreement and each such agreement, document and instrument:
Sample 1
AUTHORITY OF THE STOCKHOLDERS. Such Stockholder has requisite legal capacity (in the case of Yurie ES Co., Ltd., requisite corporate power and capacity) to execute and enter into the Transaction Documents to which such Stockholder is a party and to consummate the transactions contemplated hereby and thereby. The power of attorney executed by such Stockholder in favor of the Stockholders’ Representative and delivered by the Stockholders’ Representative to the Buyer is legally valid and binding upon the parties thereto, has been duly executed by such Stockholder and conveys the necessary authority to the Stockholders’ Representative to negotiate and execute the Transaction Documents on behalf of such Stockholder. The Transaction Documents to which such Stockholder is a party have been duly executed and delivered by such Stockholder (in the case of Yurie ES Co., Ltd., after taking all required corporate actions), and (assuming due execution and delivery by the Buyer) the Transaction Documents to which such Stockholder is a party constitute a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally or by general equitable principles.
Sample 1
AUTHORITY OF THE STOCKHOLDERS. Each Stockholder has the right, power and authority to enter into this Agreement, to consummate the transactions contemplated hereby and to perform his, her or its obligations hereunder, without obtaining the approval or consent of any other Person. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes a legal, valid and binding obligation of such Stockholder enforceable against such Stockholder in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.
Sample 1
AUTHORITY OF THE STOCKHOLDERS. Each Stockholder is an individual and has all requisite right, power and authority and full legal capacity to execute and deliver this Agreement, the Escrow Agreement and the closing documents contemplated by Section 9.03, to perform his or her obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement has been, and upon execution the Escrow Agreement will be, duly and validly executed and delivered by such Stockholder, and this Agreement constitutes, and upon its execution the Escrow Agreement will constitute, a legal, valid and binding obligation of each such Stockholder enforceable against each Stockholder in accordance with its terms. The failure of the spouse of any Stockholder to be a party or signatory to this Agreement or the Escrow Agreement shall not (i) prevent any such Stockholder from performing his or her obligations and from consummating the transactions contemplated hereunder and thereunder or (ii) prevent this Agreement from constituting the legal, valid and binding obligation of any such Stockholder enforceable against any such Stockholder in accordance with its terms. No spouse of any Stockholder has any rights whatsoever in respect of the Shares.
Sample 1
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Related to AUTHORITY OF THE STOCKHOLDERS

  • Covenants of the Stockholders Each of the Stockholders, severally and not jointly, agrees as follows:

  • Covenants of the Stockholder The Stockholder agrees as follows:

  • Agreements of the Selling Stockholders Each Selling Stockholder agrees with you and the Company:

  • Covenants of the Shareholders Each Shareholder hereby covenants and agrees that:

  • Expenses of the Selling Shareholders The Selling Shareholders, jointly and severally, will pay all expenses incident to the performance of their respective obligations under, and the consummation of the transactions contemplated by, this Agreement, including (i) any stamp and other duties and stock and other transfer taxes, if any, payable upon the sale of the Securities to the Underwriters and their transfer between the Underwriters pursuant to an agreement between such Underwriters, and (ii) the fees and disbursements of their respective counsel and other advisors.

  • Further Agreements of the Selling Shareholders Each of the Selling Shareholders covenants and agrees with each Underwriter that:

  • Indemnification by the Stockholders The STOCKHOLDERS covenant and agree that they, jointly and severally, will indemnify, defend, protect and hold harmless PARENT, ACQUISITION CORP., the COMPANY and the Surviving Corporation at all times, from and after the date of this Agreement until the applicable Expiration Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly delivered.

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDERS 8 Section 4.01 By the Company and Each Stockholder..................... 8

  • Certain Agreements of the Company and the Selling Stockholders The Company agrees with the several Underwriters and the Selling Stockholders that:

  • Indemnification by the Stockholder In connection with any offering (including any Disposition) in which the Stockholder is participating pursuant to Article IV or Article V, the Stockholder agrees to indemnify and hold harmless the Issuer, any underwriter retained by the Issuer, their respective directors, officers, other Affiliates and each Person who controls the Issuer or such underwriter (within the meaning of Section 15 of the Securities Act) from and against any and all Liabilities arising out of or based upon (a) any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package, the Registration Statement, the Prospectus or in any amendment or supplement thereto; and (b) the omission or alleged omission to state in the Disclosure Package, the Registration Statement, the Prospectus or in any amendment or supplement thereto any material fact required to be stated therein or necessary to make the statements therein not misleading to the extent such Liabilities arise out of or are based upon written information furnished by the Stockholder or on the Stockholder’s behalf specifically for inclusion in or, in the case of information provided pursuant to Section 6.2(a)(ii), for use in the preparation of, the Disclosure Package, the Registration Statement, the Prospectus or any amendment or supplement thereto relating to the Registrable Securities as provided in Section 6.2; provided, however, that the liability of the Indemnifying Party under this Section 7.2 shall be limited to the amount of net proceeds received by the Stockholder in the transaction giving rise to such Liability.

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