Authority Relative to this Agreement. Each of Purchaser and Merger ------------------------------------ Sub has all necessary corporate power and authority to execute and deliver this Agreement and the Strategic Relationship Agreement attached hereto as Exhibit B, and to perform its obligations hereunder and thereunder and, to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement by Purchaser and Merger Sub and the consummation by Purchaser and Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Purchaser and Merger Sub, and no other corporate proceedings on the part of Purchaser or Merger Sub are necessary to authorize this Agreement, or to consummate the transactions so contemplated. This Agreement has been duly and validly executed and delivered by Purchaser and Merger Sub and, assuming the due authorization, execution and delivery by Company and the approval of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A by the requisite vote of the stockholders of Purchaser, constitute legal and binding obligations of Purchaser and Merger Sub, enforceable against Purchaser and Merger Sub in accordance with its terms.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Xenogen Corp), Agreement and Plan of Reorganization (Xenogen Corp), Agreement and Plan of Reorganization (Xenogen Corp)
Authority Relative to this Agreement. Each of Purchaser and Merger ------------------------------------ Sub (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and and, subject to obtaining the Strategic Relationship Agreement attached hereto as Exhibit Bnecessary approvals of the Company Stockholders, and to perform its obligations hereunder and thereunder and, to consummate the Merger and the other transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement by Purchaser and Merger Sub the Company and the consummation by Purchaser and Merger Sub the Company of the Merger and the other transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by all necessary corporate action on the part of Purchaser and Merger Sub, and no other corporate proceedings on the part of Purchaser or Merger Sub the Company are necessary to authorize this Agreement, Agreement or to consummate the Merger and the other transactions so contemplatedcontemplated by this Agreement (other than the approval and adoption of this Agreement and the Merger by the Company Stockholders as described in Section 3.16 hereof and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by Purchaser and Merger Sub the Company and, assuming the due authorization, execution and delivery by Company and the approval of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A by the requisite vote of the stockholders of Purchaser, constitute legal and binding obligations of Purchaser Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against Purchaser and Merger Sub the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (DemandTec, Inc.), Agreement and Plan of Merger and Reorganization (Blue Coat Systems Inc), Agreement and Plan of Merger and Reorganization (Hansen Medical Inc)
Authority Relative to this Agreement. Each of Purchaser Buyer and Merger ------------------------------------ Sub has all necessary full corporate power and authority to execute and deliver enter into this Agreement and the Strategic Relationship Agreement attached hereto as Exhibit BAgreement, and to perform its obligations hereunder and thereunder and, to consummate the transactions contemplated hereby and therebyhereby. The execution execution, delivery and delivery performance of this Agreement by Purchaser each of Buyer and Merger Sub and the consummation by Purchaser each of Buyer and Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized approved by all necessary corporate action on their respective Boards of Directors and by Buyer in its capacity as the part sole shareholder of Purchaser and Merger Sub, Sub and no other corporate proceedings on the part of Purchaser or Buyer, Merger Sub or their shareholders are necessary to authorize the execution, delivery and performance of this Agreement, Agreement by Buyer or to consummate Merger Sub and the consummation by Buyer or Merger Sub of the transactions so contemplatedcontemplated hereby. This Agreement has been duly and validly executed and delivered by Purchaser Buyer and Merger Sub andand constitutes a legal, assuming the due authorization, execution and delivery by Company and the approval of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A by the requisite vote of the stockholders of Purchaser, constitute legal valid and binding obligations obligation of Purchaser Buyer and Merger Sub, Sub enforceable against Purchaser Buyer and Merger Sub in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Bryan Steam Corp), Agreement and Plan of Merger (Bryan Steam Corp), Agreement and Plan of Merger (Burnham Corp)
Authority Relative to this Agreement. Each of Purchaser Parent and Merger ------------------------------------ Sub has all necessary corporate power and authority to execute and deliver this Agreement and Agreement, and, subject to obtaining the Strategic Relationship Agreement attached hereto as Exhibit Bnecessary approvals of the stockholders of Parent, and to perform its obligations hereunder and thereunder and, to consummate the Merger and the other transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement by Purchaser each of Parent and Merger Sub and the consummation by Purchaser each of Parent and Merger Sub of the Merger and the other transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by all necessary corporate action on the part of Purchaser and Merger Subaction, and no other corporate proceedings on the part of Purchaser Parent or Merger Sub are necessary to authorize this Agreement, Agreement or to consummate the Merger and the other transactions so contemplatedcontemplated by this Agreement (other than with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL and the TLLCA). This Agreement has been duly and validly executed and delivered by Purchaser each of Parent and Merger Sub and, assuming the due corporate authorization, execution and delivery by Company and the approval of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A by the requisite vote of the stockholders of PurchaserCompany, constitute legal constitutes a legal, valid and binding obligations obligation of Purchaser each of Parent and Merger Sub, enforceable against Purchaser each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (JK Acquisition Corp.), Agreement and Plan of Merger (JK Acquisition Corp.), Second Amended and Restated Agreement and Plan of Merger (JK Acquisition Corp.)
Authority Relative to this Agreement. Each of Purchaser Parent and Merger ------------------------------------ Sub has all necessary corporate power and authority to execute and deliver this Agreement and the Strategic Relationship Agreement attached hereto as Exhibit BAgreement, and to perform its obligations hereunder and thereunder and, to consummate the Merger and the other transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement by Purchaser each of Parent and Merger Sub and the consummation by Purchaser each of Parent and Merger Sub of the Merger and the other transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by all necessary corporate action on the part of Purchaser and Merger Subaction, and no other corporate proceedings on the part of Purchaser Parent or Merger Sub are necessary to authorize this Agreement, Agreement or to consummate the Merger and the other transactions so contemplatedcontemplated by this Agreement (other than with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by Purchaser each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by Company and the approval of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A by the requisite vote of the stockholders of PurchaserCompany, constitute legal constitutes a legal, valid and binding obligations obligation of Purchaser each of Parent and Merger Sub, enforceable against Purchaser each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Ariba Inc), Agreement and Plan of Merger and Reorganization (Cytyc Corp), Agreement and Plan of Merger and Reorganization (Blue Coat Systems Inc)
Authority Relative to this Agreement. Each of Purchaser Buyer and Merger ------------------------------------ Sub Subsidiary has all necessary corporate power and authority to execute and deliver this Agreement and the Strategic Relationship Agreement attached hereto as Exhibit BAgreement, and to perform its obligations hereunder and thereunder and, to consummate the transactions contemplated hereby and therebyherein. The execution and delivery of this Agreement by Purchaser Buyer and Merger Sub Subsidiary and the consummation by Purchaser Buyer and Merger Sub Subsidiary of the transactions contemplated hereby and thereby herein have been duly and validly authorized by all necessary corporate or organizational action on the part of Purchaser and Merger Sub, and no other corporate or organizational proceedings on the part of Purchaser Buyer or Merger Sub Subsidiary are necessary to authorize this Agreement, Agreement or to consummate the transactions so contemplatedcontemplated herein (other than, with respect to the Merger, the filing and recordation of the appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by Purchaser Buyer and Merger Sub Subsidiary and, assuming the due authorization, execution and delivery by Company and the approval of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A by the requisite vote of the stockholders of PurchaserCompany, constitute legal constitutes a legal, valid and binding obligations obligation of Purchaser Buyer and Merger SubSubsidiary, enforceable against Purchaser Buyer and Merger Sub Subsidiary in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Chart Industries Inc), Agreement and Plan of Merger (Chart Industries Inc)
Authority Relative to this Agreement. Each of Purchaser Parent ------------------------------------ and Merger ------------------------------------ Sub Subsidiary has all necessary corporate power and authority to execute and deliver this Agreement and the Strategic Relationship Agreement attached hereto as Exhibit BAgreement, and to perform its obligations hereunder and thereunder and, to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement by Purchaser Parent and Merger Sub Subsidiary, the performance by Parent and Merger Subsidiary of their respective obligations hereunder and the consummation by Purchaser Parent and Merger Sub Subsidiary of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate action on the part of Purchaser and Merger Sub, and no other corporate proceedings on the part of Purchaser Parent or Merger Sub Subsidiary are necessary to authorize this Agreement, Agreement or to consummate the transactions so contemplatedTransactions (other than, with respect to the Merger, the filing and recordation of appropriate Merger Documents as required by the NYBCL). This Agreement has been duly and validly executed and delivered by Purchaser Parent and Merger Sub Subsidiary and, assuming the due authorization, execution and delivery by Company and the approval of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A by the requisite vote of the stockholders of PurchaserCompany, constitute legal constitutes a legal, valid and binding obligations obligation of Purchaser each of Parent and Merger Sub, Subsidiary enforceable against Purchaser each of Parent and Merger Sub Subsidiary in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors' rights generally from time to time in effect and to general equitable principles.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rexel Sa), Agreement and Plan of Merger (Pinault Printemps Redoute Sa Et Al)
Authority Relative to this Agreement. Each of Purchaser Parent and Merger ------------------------------------ Sub has all necessary corporate power and authority to execute and deliver this Agreement and the Strategic Relationship Agreement attached hereto as Exhibit BAgreement, and to perform its obligations hereunder and thereunder and, to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement by Purchaser each of Parent and Merger Sub and the consummation by Purchaser Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Purchaser and Merger Subaction, and no other corporate proceedings on the part of Purchaser Parent or Merger Sub are necessary to authorize this Agreement, Agreement or to consummate the transactions so contemplatedcontemplated hereby (other than, with respect to the Merger, the consent of Parent as sole stockholder of Merger Sub and the filing and recordation of the Certificate of Merger as required by the DGCL). This Agreement has been duly and validly executed and delivered by Purchaser each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by Company and the approval of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A by the requisite vote of the stockholders of PurchaserCompany, constitute legal constitutes a legal, valid and binding obligations obligation of Purchaser each of Parent and Merger Sub, enforceable against Purchaser Parent and Merger Sub in accordance with its terms, except to the extent that enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar Laws affecting the enforcement of creditors' rights generally and by principles of equity regarding the availability of remedies (whether in a proceeding at Law or in equity).
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Messagemedia Inc), Agreement and Plan of Merger and Reorganization (Doubleclick Inc)
Authority Relative to this Agreement. (a) Each of Purchaser and Merger ------------------------------------ Sub has all necessary corporate power and authority to execute and deliver this Agreement and the Strategic Relationship Agreement attached hereto as Exhibit BAgreement, and to perform its respective obligations hereunder and thereunder and, to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement by each of Purchaser and Merger Sub and the consummation by each of Purchaser and Merger Sub of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate action on the part of Purchaser and Merger Sub, and no other corporate proceedings on the part of Purchaser or Merger Sub are necessary to authorize this Agreement, Agreement or to consummate the Transactions (other than the filing and recordation of appropriate merger documents as required by the DGCL). No vote of Purchaser's stockholders is required to approve this Agreement or the transactions so contemplatedcontemplated hereby. This Agreement has been duly and validly executed and delivered by each of Purchaser and Merger Sub and, assuming the due authorization, execution and delivery by Company and the approval of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A by the requisite vote of the stockholders of PurchaserCompany, constitute legal constitutes a legal, valid and binding obligations obligation of each of Purchaser and Merger Sub, enforceable against each of Purchaser and Merger Sub in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally and to general principles of equity.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (All American Communications Inc), Agreement and Plan of Merger (Pearson Merger Co Inc)
Authority Relative to this Agreement. Each of Purchaser the Parent and the Merger ------------------------------------ Sub has all necessary corporate power and authority to execute and deliver this Agreement and the Strategic Relationship Agreement attached hereto as Exhibit B, and to perform its obligations hereunder and thereunder and, to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement by Purchaser the Parent and the Merger Sub and the consummation by Purchaser the Parent and the Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary corporate action on the part Boards of Purchaser Directors of the Parent and the Merger Sub, Sub and by the Parent as shareholder of the Merger Sub and no other corporate proceedings on the part of Purchaser the Parent or the Merger Sub are necessary to authorize or approve this Agreement, Agreement or to consummate the transactions so contemplatedcontemplated hereby. This Agreement has been duly and validly executed and delivered by Purchaser each of the Parent and the Merger Sub and, assuming the due and valid authorization, execution and delivery by Company the Company, constitutes a valid and binding obligation of each of the Parent and the approval of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A by the requisite vote of the stockholders of Purchaser, constitute legal and binding obligations of Purchaser and Merger Sub, Sub enforceable against Purchaser and Merger Sub each of them in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditor's rights generally and (ii) is subject to general principles of equity.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Communications Instruments Inc), Agreement and Plan of Merger (Corcom Inc)
Authority Relative to this Agreement. Each of Purchaser Parent and Merger ------------------------------------ Sub has all necessary corporate power and authority to execute and deliver this Agreement and the Strategic Relationship Agreement attached hereto as Exhibit BAgreement, and to perform its obligations hereunder and thereunder and, to consummate the Merger and the other transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement by Purchaser each of Parent and Merger Sub and the consummation by Purchaser each of Parent and Merger Sub of the Merger and the other transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by all necessary corporate action on the part of Purchaser and Merger Subaction, and no other corporate proceedings on the part of Purchaser Parent or Merger Sub or either of their stockholders are necessary to authorize this Agreement, Agreement or to consummate the Merger and the other transactions so contemplatedcontemplated by this Agreement (other than with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by Purchaser each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by Company and the approval of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A by the requisite vote of the stockholders of PurchaserCompany, constitute legal constitutes a legal, valid and binding obligations obligation of Purchaser each of Parent and Merger Sub, enforceable against Purchaser each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity.
Appears in 2 contracts
Samples: Amended and Restated Agreement and Plan of Merger (Lenco Mobile Inc.), Agreement and Plan of Merger and Reorganization (Lenco Mobile Inc.)
Authority Relative to this Agreement. Each of Purchaser Parent and Merger ------------------------------------ Sub has all necessary corporate power and authority to execute and deliver this Agreement and all other Transaction Documents to which it is a party (the Strategic Relationship Agreement attached hereto as Exhibit B“Parent Transaction Documents”), and to perform its obligations hereunder and thereunder andthereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Parent Transaction Documents by Purchaser Parent and Merger Sub Sub, and the consummation by Purchaser Parent and Merger Sub of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized by all necessary corporate action on the part of Purchaser Parent and Merger Sub, and no other corporate proceedings on the part of Purchaser Parent or Merger Sub are necessary to authorize this Agreement, Agreement and the Parent Transaction Documents or to consummate the transactions so contemplated. This Agreement has and the Parent Transaction Documents have been duly and validly executed and delivered by Purchaser Parent and Merger Sub and, assuming the due authorization, execution and delivery by Company and the approval of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A by the requisite vote of the stockholders of Purchaserother parties thereto, constitute the legal and binding obligations obligation of Purchaser Parent and Merger Sub, enforceable against Purchaser Parent and Merger Sub in accordance with its their respective terms, subject to: (i) the effect of bankruptcy, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditor’s rights generally; and (ii) general equitable principles (whether considered in a proceeding in equity or at law).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Marina Biotech, Inc.), Agreement and Plan of Merger (Snap Interactive, Inc)
Authority Relative to this Agreement. Each of Purchaser Parent and Merger ------------------------------------ Sub has all necessary corporate power and authority to execute and deliver this Agreement and Agreement, and, subject to obtaining the Strategic Relationship Agreement attached hereto Parent Share Issuance Stockholder Approval (as Exhibit Bdefined in Section 4.11 below), and to perform its obligations hereunder and thereunder and, to consummate the Merger and the other transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement by Purchaser each of Parent and Merger Sub and the consummation by Purchaser each of Parent and Merger Sub of the Merger and the other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Purchaser and Merger Subaction, and no other corporate proceedings on the part of Purchaser Parent or Merger Sub are necessary to authorize this Agreement, Agreement or to consummate the Merger and the other transactions so contemplatedcontemplated (other than the Parent Share Issuance Stockholder Approval (as defined in Section 4.11 below) and the filing and acceptance of the Certificate of Merger as required by the DGCL). This Agreement has been duly and validly executed and delivered by Purchaser each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by Company and the approval of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A by the requisite vote of the stockholders of PurchaserCompany, constitute legal constitutes legal, valid and binding obligations of Purchaser each of Parent and Merger Sub, enforceable against Purchaser each of Parent and Merger Sub in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Ariba Inc), Agreement and Plan of Merger and Reorganization (Ariba Inc)
Authority Relative to this Agreement. (a) Each of Purchaser Parent, AcquisitionCo and Merger ------------------------------------ Sub has all necessary corporate power and authority to execute and deliver this Agreement and the Strategic Relationship Agreement attached hereto as Exhibit BAgreement, and to perform its obligations hereunder and thereunder and, to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement by Purchaser Parent, AcquisitionCo and Merger Sub and the consummation by Purchaser Parent, AcquisitionCo and Merger Sub of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate action on the part of Purchaser and Merger Subaction, and no other corporate proceedings on the part of Purchaser Parent, AcquisitionCo or Merger Sub are necessary to authorize this Agreement, Agreement or to consummate the transactions so contemplatedTransactions (subject to the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by Purchaser Parent, AcquisitionCo and Merger Sub and, assuming the due authorization, execution and delivery by Company and the approval of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A by the requisite vote of the stockholders of PurchaserCompany, constitute legal constitutes a legal, valid and binding obligations obligation of Purchaser each of Parent, AcquisitionCo and Merger Sub, enforceable against Purchaser each of Parent, AcquisitionCo and Merger Sub in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by principles of equity regarding the availability of remedies.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Handy & Harman Ltd.), Agreement and Plan of Merger (Sl Industries Inc)
Authority Relative to this Agreement. Each of Purchaser Parent and Merger ------------------------------------ Sub has all necessary corporate or other power and authority to execute and deliver this Agreement and the Strategic Relationship Agreement attached hereto as Exhibit BAgreement, and to perform its obligations hereunder and thereunder and, to consummate the transactions contemplated hereby Merger, the Other Transactions and therebythe Financing. The execution execution, delivery and delivery performance of this Agreement by Purchaser each of Parent and Merger Sub and the consummation by Purchaser each of Parent and Merger Sub of the transactions contemplated hereby Merger, the Other Transactions and thereby the Financing have been duly and validly authorized by all necessary corporate action on the part of Purchaser and Merger Subor other action, and no other corporate proceedings or other actions on the part of Purchaser Parent or Merger Sub are necessary to authorize this Agreement, Agreement or to consummate the transactions so contemplatedMerger, the Other Transactions or the Financing. This Agreement has been duly and validly executed and delivered by Purchaser each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by Company and the approval of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A by the requisite vote of the stockholders of PurchaserCompany, constitute legal constitutes a legal, valid and binding obligations obligation of Purchaser each of Parent and Merger Sub, enforceable against Purchaser each of Parent and Merger Sub in accordance with its terms, subject to the effect of any general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar Laws affecting creditors’ rights and remedies generally, including all Laws relating to fraudulent transfers.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aeroflex Inc), Agreement and Plan of Merger (Aeroflex Inc)
Authority Relative to this Agreement. Each of Purchaser Parent and Merger ------------------------------------ Sub has all necessary corporate power and authority to execute and deliver this Agreement and the Strategic Relationship each Related Agreement attached hereto as Exhibit Bto which it is a party, and to perform its obligations hereunder and thereunder andthereunder, and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and each Related Agreement by Purchaser Parent and Merger Sub and the consummation by Purchaser Parent and Merger Sub of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate action on the part of Purchaser Parent and Merger Sub, Sub and no other corporate proceedings on the part of Purchaser Parent or Merger Sub are necessary to authorize the execution of this Agreement, each Related Agreement, or to consummate the transactions so contemplatedTransactions other than the filing of the Certificate of Merger as required by DGCL. This Agreement has been been, and each Related Agreement will be, duly and validly executed and delivered by Purchaser Parent and Merger Sub and, assuming the due authorization, execution and delivery by Company and the approval of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A by the requisite vote of the stockholders of Purchaser, they constitute legal valid and binding obligations of Purchaser the counterparties thereto, constitute valid and binding agreements of Parent and Merger Sub, enforceable against Purchaser and Merger Sub them in accordance with its termstheir terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditor’s rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of any court before which any proceeding may be brought).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (International Food & Wine Consultants, Inc.), Stock Purchase Agreement (International Food & Wine Consultants, Inc.)
Authority Relative to this Agreement. (a) Each of Purchaser Parent and Merger ------------------------------------ Sub has all necessary corporate power and authority to execute and deliver this Agreement and the Strategic Relationship Agreement attached hereto as Exhibit BAgreement, and to perform its obligations hereunder and thereunder and, to consummate the Merger and the other transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement by Purchaser Parent and Merger Sub and the consummation by Purchaser Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Purchaser and Merger Subaction, and no other corporate proceedings on the part of Purchaser Parent or Merger Sub are necessary to authorize this Agreement, Agreement or to consummate the transactions so contemplatedcontemplated hereby (other than, with respect to the Merger, the filing and recordation of appropriate merger documents as required by Delaware Law). This Agreement has been duly and validly executed and delivered by Purchaser Parent and Merger Sub and, assuming the due authorization, execution and delivery by Company and the approval of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A by the requisite vote of the stockholders of PurchaserCompany, constitute legal constitutes a legal, valid and binding obligations obligation of Purchaser each of Parent and Merger Sub, Sub enforceable against Purchaser Parent and Merger Sub in accordance with its terms, except that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Laws affecting or relating to enforcement of creditors' rights generally and general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Viacom Inc), Agreement and Plan of Merger (Viacom Inc)
Authority Relative to this Agreement. Each of Purchaser and Merger ------------------------------------ Sub has all necessary full corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document which Merger Sub has executed or delivered or is to execute and or deliver pursuant to this Agreement and the Strategic Relationship Agreement attached hereto as Exhibit BAgreement, and to perform its (ii) carry out Merger Sub's obligations hereunder and thereunder and, to consummate the transactions contemplated hereby and thereby(including the Transaction). The execution and delivery of this Agreement by Purchaser and Merger Sub and the consummation by Purchaser and Merger Sub of the transactions contemplated hereby and thereby (including the Transaction) have been duly and validly authorized by all necessary corporate action on the part of Purchaser Merger Sub (including the approval by its Board of Directors and by Parent as the sole stockholder of Merger Sub), and no other corporate proceedings on the part of Purchaser or Merger Sub are necessary to authorize this Agreement, Agreement or to consummate the transactions so contemplatedcontemplated hereby. This Agreement has been duly and validly executed and delivered by Purchaser and Merger Sub and, assuming the due authorization, execution and delivery by Company and the approval of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A thereof by the requisite vote of other parties hereto, constitutes the stockholders of Purchaser, constitute legal and binding obligations obligation of Purchaser and Merger Sub, enforceable against Purchaser and Merger Sub in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity and public policy.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Multi Link Telecommunications Inc), Agreement and Plan of Merger (Cab-Tive Advertising, Inc.)
Authority Relative to this Agreement. Each of Purchaser Parent and Merger ------------------------------------ Sub has all necessary the requisite partnership or corporate power and authority authority, as the case may be, to execute and deliver enter into this Agreement and the Strategic Relationship Agreement attached hereto as Exhibit BAgreement, and to perform its obligations hereunder and thereunder and, to consummate the transactions contemplated hereby and therebyhereby. The execution execution, delivery and delivery performance of this Agreement by Purchaser each of Parent and Merger Sub and the consummation by Purchaser each of Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized approved by all necessary corporate action on (a) the part general partner of Purchaser the Parent, (b) the Board of Directors of the Sub and Merger (c) by the Parent in its capacity as the sole shareholder of Sub, and no other partnership or corporate proceedings on the part of Purchaser either of Parent or Merger Sub or their respective partners or shareholders are necessary to authorize the execution, delivery and performance of this Agreement, or to consummate Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions so contemplatedcontemplated hereby. This Agreement has been duly and validly executed and delivered by Purchaser each of Parent and Merger Sub andand constitutes a legal, assuming the due authorization, execution and delivery by Company and the approval of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A by the requisite vote of the stockholders of Purchaser, constitute legal valid and binding obligations obligation of Purchaser each of Parent and Merger Sub, Sub enforceable against Purchaser each of Parent and Merger Sub in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Belden & Blake Corp /Oh/)
Authority Relative to this Agreement. Each of Purchaser Parent and ------------------------------------ Merger ------------------------------------ Sub has all necessary corporate power and authority to execute and deliver this Agreement and the Strategic Relationship Agreement attached hereto as Exhibit BAgreement, and to perform its obligations hereunder and thereunder and, to consummate the Merger and the other transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement by Purchaser each of Parent and Merger Sub and the consummation by Purchaser each of Parent and Merger Sub of the Merger and the other transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by all necessary corporate action on the part of Purchaser and Merger Subaction, and no other corporate proceedings on the part of Purchaser Parent or Merger Sub are necessary to authorize this Agreement, Agreement or to consummate the Merger and the other transactions so contemplatedcontemplated by this Agreement (other than with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by Purchaser each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by Company and the approval of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A by the requisite vote of the stockholders of PurchaserCompany, constitute legal constitutes a legal, valid and binding obligations obligation of Purchaser each of Parent and Merger Sub, enforceable against Purchaser each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors' rights generally and subject, as to enforceability, to the effect of general principles of equity.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Blue Coat Systems Inc)
Authority Relative to this Agreement. Each of Purchaser Parent and Merger ------------------------------------ Sub has all necessary corporate power and authority to execute and deliver this Agreement and the Strategic Relationship Agreement attached hereto as Exhibit BAgreement, and to perform its obligations hereunder and thereunder and, to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement by Purchaser Parent and Merger Sub and the consummation by Purchaser Parent and Merger Sub of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate action on the part of Purchaser Parent and Merger Sub, and no other corporate proceedings on the part of Purchaser Parent or Merger Sub are necessary to authorize this Agreement, or to consummate the transactions so contemplatedTransactions (other than, with respect to the Merger, the filing of the Certificate of Merger as required by Delaware Law). This Agreement has been duly and validly executed and delivered by Purchaser Parent and Merger Sub and, assuming the due authorization, execution and delivery by Company and the approval of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A by the requisite vote of the stockholders of PurchaserCompany, constitute constitutes a legal and binding obligations obligation of Purchaser Parent and Merger Sub, enforceable against Purchaser Parent and Merger Sub in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Legal Requirements affecting the rights of creditors generally and the availability of equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Appears in 1 contract
Authority Relative to this Agreement. Each of Purchaser Parent and ------------------------------------ Merger ------------------------------------ Sub has all necessary corporate power and authority to execute and deliver this Agreement and the Strategic Relationship Agreement attached hereto as Exhibit BAgreement, and to perform its obligations hereunder and thereunder and, to consummate the Merger and the other transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement by Purchaser each of Parent and Merger Sub and the consummation by Purchaser each of Parent and Merger Sub of the Merger and the other transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by all necessary corporate action on the part of Purchaser and Merger Sub, and no other corporate proceedings on the part of Purchaser Parent or Merger Sub are necessary to authorize this Agreement, Agreement or to consummate the Merger and the other transactions so contemplatedcontemplated by this Agreement (other than with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by Purchaser each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by Company and the approval of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A by the requisite vote of the stockholders of PurchaserCompany, constitute legal constitutes a legal, valid and binding obligations obligation of Purchaser each of Parent and Merger Sub, enforceable against Purchaser each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors' rights generally and subject, as to enforceability, to the effect of general principles of equity.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Cacheflow Inc)
Authority Relative to this Agreement. (a) Each of Purchaser Parent and Merger ------------------------------------ Sub has all necessary corporate power and authority to execute and deliver this Agreement and the Strategic Relationship Agreement attached hereto as Exhibit BAgreement, and to perform its obligations hereunder and thereunder and, subject to obtaining the necessary approval of the Parent stockholders, to consummate the transactions contemplated hereby and therebyMerger. The execution and delivery of this Agreement by Purchaser Parent and Merger Sub and the consummation by Purchaser Parent and Merger Sub of the Merger and the other transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by all necessary corporate action on the part of Purchaser and Merger Sub, and no other corporate proceedings on the part of Purchaser Parent or Merger Sub are necessary to authorize this Agreement, Agreement or to consummate the Merger and the other transactions so contemplatedcontemplated by this Agreement (other than the approval of the Share Issuance by the Parent stockholders as described in Section 4.17 hereof and the filing and recordation of appropriate merger documents as required by the CGCL). This Agreement has been duly and validly executed and delivered by Purchaser Parent and Merger Sub and, assuming the due authorization, execution and delivery by Company and the approval of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A by the requisite vote of the stockholders of PurchaserCompany, constitute legal constitutes a legal, valid and binding obligations obligation of Purchaser Parent and Merger Sub, enforceable against Purchaser Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors' rights generally and subject, as to enforceability, to the effect of general principles of equity.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Captiva Software Corp/Ca)
Authority Relative to this Agreement. Each of Purchaser Parent and Merger ------------------------------------ Sub has all necessary corporate power and authority to execute and deliver this Agreement and all other Transaction Documents to which it is a party (the Strategic Relationship Agreement attached hereto as Exhibit B"Parent Transaction Documents"), and to perform its obligations hereunder and thereunder andthereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Parent Transaction Documents by Purchaser Parent and Merger Sub Sub, and the consummation by Purchaser Parent and Merger Sub of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized by all necessary corporate action on the part of Purchaser Parent and Merger Sub, and no other corporate proceedings on the part of Purchaser Parent or Merger Sub are necessary to authorize this Agreement, Agreement and the Parent Transaction Documents or to consummate the transactions so contemplated. This Agreement has and the Parent Transaction Documents have been duly and validly executed and delivered by Purchaser Parent and Merger Sub and, assuming the due authorization, execution and delivery by Company and the approval of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A by the requisite vote of the stockholders of Purchaserother parties thereto, constitute the legal and binding obligations obligation of Purchaser Parent and Merger Sub, enforceable against Purchaser Parent and Merger Sub in accordance with its their respective terms, subject to: (i) the effect of bankruptcy, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditor's rights generally; and (ii) general equitable principles (whether considered in a proceeding in equity or at law).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Jaguar Animal Health, Inc.)
Authority Relative to this Agreement. Each of Purchaser and Merger ------------------------------------ Sub (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and and, subject to obtaining the Strategic Relationship Agreement attached hereto as Exhibit Bnecessary approvals of the Company Shareholders, and to perform its obligations hereunder and thereunder and, to consummate the Merger and the other transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement by Purchaser and Merger Sub the Company and the consummation by Purchaser and Merger Sub the Company of the Merger and the other transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by all necessary corporate action on the part of Purchaser and Merger Sub, and no other corporate proceedings on the part of Purchaser or Merger Sub the Company are necessary to authorize this Agreement, Agreement or to consummate the Merger and the other transactions so contemplatedcontemplated by this Agreement (other than the approval and adoption of this Agreement and the Merger by the Company Shareholders as described in Section 3.16 hereof and the filing and recordation of appropriate merger documents as required by the CCC). This Agreement has been duly and validly executed and delivered by Purchaser and Merger Sub the Company and, assuming the due authorization, execution and delivery by Company and the approval of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A by the requisite vote of the stockholders of Purchaser, constitute legal and binding obligations of Purchaser Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against Purchaser and Merger Sub the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity.
Appears in 1 contract
Authority Relative to this Agreement. Each of Purchaser the Parent and Merger ------------------------------------ Sub has all necessary full corporate power and authority to execute and deliver this Agreement and the Strategic Relationship Agreement attached hereto as Exhibit BAgreement, and to perform its their obligations hereunder and thereunder and, to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery by the Parent and Merger Sub of this Agreement by Purchaser and Merger Sub and the consummation by Purchaser the Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on by the part Board of Purchaser Directors of each of the Parent and Merger Sub, and no other corporate proceedings action on the part of Purchaser the Board of Directors of either the Parent or Merger Sub are necessary is required to authorize the execution, delivery and performance of this Agreement, or to consummate Agreement and the consummation by the Parent and Merger Sub of the transactions so contemplatedcontemplated hereby. This Agreement has been duly and validly executed and delivered by Purchaser the Parent and Merger Sub and, assuming the due authorization, execution and delivery hereof by Company the Company, constitutes a legal, valid and the approval binding obligation of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A by the requisite vote of the stockholders of Purchaser, constitute legal and binding obligations of Purchaser Parent and Merger Sub, Sub enforceable against Purchaser the Parent and Merger Sub in accordance with its respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to the enforcement of creditors' rights generally and by general principles of equity.
Appears in 1 contract
Samples: Stamps Com Inc
Authority Relative to this Agreement. Each of Purchaser Parent and Merger ------------------------------------ Sub has all necessary limited liability company and corporate power and authority authority, respectively, to execute and deliver this Agreement and the Strategic Relationship Agreement attached hereto as Exhibit BAgreement, and to perform its obligations hereunder and thereunder and, to consummate the transactions contemplated hereby and therebyMerger. The execution and delivery of this Agreement by Purchaser Parent and Merger Sub and the consummation by Purchaser Parent and Merger Sub of the transactions contemplated hereby Merger and thereby their other obligations hereunder, have been duly and validly authorized by all necessary corporate limited liability company, corporate, member, manager, director and shareholder action on the part of Purchaser Parent and Merger Sub, and no other corporate actions or limited liability company, corporate, member or shareholder actions or proceedings on the part of Purchaser Parent or Merger Sub are necessary to authorize the execution, delivery or performance of this AgreementAgreement by Parent or Merger Sub, or to consummate the transactions so contemplatedMerger (other than obtaining the Company Shareholder Approval and the filing of the Agreement of Merger as required by the CGCL). This Agreement has been duly and validly executed and delivered by Purchaser Parent and Merger Sub and, assuming the due authorization, execution and delivery by Company and the approval of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A by the requisite vote of the stockholders of PurchaserCompany, constitute constitutes a legal and binding obligations obligation of Purchaser Parent and Merger Sub, enforceable against Purchaser Parent and Merger Sub in accordance with its their respective terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors’ rights generally and to general equitable principles.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Tarrant Apparel Group)
Authority Relative to this Agreement. Each of Purchaser Parent and Merger ------------------------------------ Sub has all necessary corporate power and authority to execute and deliver this Agreement and the Strategic Relationship and, subject to obtaining any necessary shareholder approval of this Agreement attached hereto as Exhibit Bby Merger Sub, and to perform its obligations hereunder and thereunder and, to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement by Purchaser Parent and Merger Sub and the consummation by Purchaser Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Purchaser Parent and Merger Sub, and no other corporate proceedings on the part of Purchaser Parent or Merger Sub are necessary to authorize this Agreement, Agreement or to consummate the transactions so contemplatedcontemplated (other than the approval by Parent as sole shareholder of Merger Sub). The board of directors of Parent has determined that it is advisable and in the best interest of Parent's shareholders for Parent to enter into a strategic business combination with the Company upon the terms and subject to the conditions of this Agreement. This Agreement has been duly and validly executed and delivered by Purchaser Parent and Merger Sub and, assuming the due authorization, execution and delivery by Company and the approval of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A by the requisite vote of the stockholders of PurchaserCompany, constitute legal constitutes a legal, valid and binding obligations obligation of Purchaser and Merger Sub, enforceable against Purchaser Parent and Merger Sub enforceable against each in accordance with its terms.terms subject to (i) the effect of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws affecting creditor's rights generally; (ii) the availability of equitable remedies, including specific performance and (iii) the enforceability of legal remedies insofar as such remedies may be subject to overriding considerations of public policy..
Appears in 1 contract
Samples: Agreement and Plan of Merger (Analysis & Technology Inc)
Authority Relative to this Agreement. Each of Purchaser Acadia and Merger ------------------------------------ Sub has have all necessary corporate and limited liability company power and authority to execute and deliver this Agreement and the Strategic Relationship Agreement attached hereto as Exhibit B, and to perform its their obligations hereunder and thereunder and, to consummate the transactions contemplated hereby and therebyTransactions. The execution execution, delivery and delivery performance of this Agreement by Purchaser Acadia and Merger Sub and the consummation by Purchaser Acadia and Merger Sub of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate action on the part of Purchaser and Merger Sublimited liability company action, and no other corporate proceedings on the part of Purchaser Acadia or Merger Sub are necessary to authorize this Agreement, Agreement or to consummate the transactions so contemplatedTransactions (other than, with respect to the Merger, the filing and recordation of appropriate merger documents as required by Delaware Law and the MBCA). This Agreement has been duly and validly executed and delivered by Purchaser Acadia and Merger Sub and, assuming the due authorization, execution and delivery by Company and the approval of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A by the requisite vote of the stockholders of PurchaserPioneer, constitute legal constitutes a legal, valid and binding obligations obligation of Purchaser Acadia and Merger Sub, enforceable against Purchaser Acadia and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity).
Appears in 1 contract
Authority Relative to this Agreement. Each of Purchaser and Merger ------------------------------------ Sub (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Strategic Relationship Agreement attached hereto as Exhibit Bother agreements contemplated herein and, and subject to obtaining the Written Consent, to perform its obligations hereunder and thereunder and, to consummate the Merger and the other transactions contemplated hereby by this Agreement and therebythe other agreements contemplated herein. The execution and delivery of this Agreement by Purchaser and Merger Sub the Company and the consummation by Purchaser and Merger Sub the Company of the Merger and the other transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by all necessary corporate action on the part of Purchaser and Merger Sub, and no other corporate proceedings on the part of Purchaser or Merger Sub the Company are necessary to authorize this Agreement, Agreement or to consummate the Merger and the other transactions so contemplatedcontemplated by this Agreement (other than obtaining the Written Consent and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by Purchaser and Merger Sub the Company and, assuming the due authorization, execution and delivery by Company and the approval of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A by the requisite vote of the stockholders of Purchaser, constitute legal and binding obligations of Purchaser Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against Purchaser and Merger Sub the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws (as defined below) affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Synchronoss Technologies Inc)
Authority Relative to this Agreement. (a) Each of Purchaser Parent and Merger ------------------------------------ Sub has all necessary corporate power and authority to execute and deliver this Agreement and the Strategic Relationship Agreement attached hereto as Exhibit BAgreement, and to perform its obligations hereunder and thereunder and, subject to obtaining the Required Parent Vote, to consummate the transactions contemplated hereby and therebyTransactions. The execution execution, delivery and delivery performance of this Agreement by Purchaser Parent and Merger Sub and the consummation by Purchaser Parent and Merger Sub of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate action on the part of Purchaser and Merger Subaction, and no other corporate proceedings on the part of Purchaser Parent or Merger Sub are necessary to authorize this Agreement, Agreement or to consummate the transactions so contemplatedTransactions (other than, with respect to the Merger, the Required Parent Vote and the filing and recordation of the Agreement of Merger pursuant to the CCC). This Agreement has been duly and validly executed and delivered by Purchaser Parent and Merger Sub and, assuming the due authorization, execution and delivery by Company and the approval of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A by the requisite vote of the stockholders of PurchaserCompany, constitute legal constitutes a legal, valid and binding obligations obligation of Purchaser each of Parent and Merger Sub, enforceable against Purchaser each of Parent and Merger Sub in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Novellus Systems Inc)
Authority Relative to this Agreement. Each of Purchaser and Merger ------------------------------------ Sub (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and and, subject to obtaining the Strategic Relationship Agreement attached hereto as Exhibit Bnecessary approvals of the Company Shareholders, and to perform its obligations hereunder and thereunder and, to consummate the Merger and the other transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement by Purchaser and Merger Sub the Company and the consummation by Purchaser and Merger Sub the Company of the Merger and the other transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by all necessary corporate action on the part of Purchaser and Merger Sub, and no other corporate proceedings on the part of Purchaser or Merger Sub the Company are necessary to authorize this Agreement, Agreement or to consummate the Merger and the other transactions so contemplatedcontemplated by this Agreement (other than the approval and adoption of this Agreement and the Merger by the Company Shareholders as described in Section 3.16 hereof and the filing and recordation of appropriate merger documents as required by the CGC). This Agreement has been duly and validly executed and delivered by Purchaser and Merger Sub the Company and, assuming the due authorization, execution and delivery by Company and the approval of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A by the requisite vote of the stockholders of Purchaser, constitute legal and binding obligations of Purchaser Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against Purchaser and Merger Sub the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors' rights generally and subject, as to enforceability, to the effect of general principles of equity.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (InfoSearch Media, Inc.)
Authority Relative to this Agreement. Each The execution, delivery and performance of Purchaser and Merger ------------------------------------ Sub has all necessary corporate power and authority to execute and deliver this Agreement and of all of the Strategic Relationship Agreement attached hereto as Exhibit B, other documents and to perform its obligations hereunder instruments required hereby by Parent and thereunder and, to consummate Merger Sub are within the transactions contemplated hereby limited liability company or corporate power of Parent and therebyMerger Sub. The execution and delivery of this Agreement by Purchaser and Merger Sub and the consummation by Purchaser and Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part Board of Purchaser Directors of Parent and Merger Sub, and by Parent as the sole stockholder of Merger Sub, and no other limited liability company, corporate or stockholder proceedings on the part of Purchaser Parent or Merger Sub are necessary to authorize this Agreement, Agreement or to consummate the transactions so contemplatedcontemplated herein. This Agreement has and all of the other documents and instruments required hereby have been or will be duly and validly executed and delivered by Purchaser and Parent or Merger Sub and, and (assuming the due authorization, execution and delivery hereof and thereof by Company and the approval of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A by the requisite vote of the stockholders of Purchaser, Target) constitute legal or will constitute valid and binding obligations agreements of Purchaser Parent and Merger Sub, enforceable against Purchaser and Merger Sub them in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally, by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) or by an implied covenant of good faith and fair dealing.
Appears in 1 contract
Authority Relative to this Agreement. Each of Purchaser Parent and Merger ------------------------------------ Sub has all necessary corporate power and authority to execute and deliver this Agreement and Agreement, and, subject to obtaining the Strategic Relationship Agreement attached hereto as Exhibit Bnecessary approvals of the stockholders of Parent, and to perform its obligations hereunder and thereunder and, to consummate the Merger and the other transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement by Purchaser each of Parent and Merger Sub and the consummation by Purchaser each of Parent and Merger Sub of the Merger and the other transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by all necessary corporate action on the part of Purchaser and Merger Subaction, and no other corporate proceedings on the part of Purchaser Parent or Merger Sub are necessary to authorize this Agreement, Agreement or to consummate the Merger and the other transactions so contemplatedcontemplated by this Agreement (other than with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by Purchaser each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by Company and the approval of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A by the requisite vote of the stockholders of PurchaserCompany, constitute legal constitutes a legal, valid and binding obligations obligation of Purchaser each of Parent and Merger Sub, enforceable against Purchaser each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Genome Therapeutics Corp)
Authority Relative to this Agreement. Each of Purchaser Parent and Merger ------------------------------------ Sub has all necessary corporate power and authority to execute and deliver this Agreement and the Strategic Relationship Agreement attached hereto as Exhibit BAgreement, and to perform its obligations hereunder and thereunder and, to consummate the Merger and the other transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement by Purchaser each of Parent and Merger Sub and the consummation by Purchaser each of Parent and Merger Sub of the Merger and the other transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by all necessary corporate action on the part of Purchaser and Merger Subaction, and no other corporate proceedings on the part of Purchaser Parent or Merger Sub are necessary to authorize this Agreement, Agreement or to consummate the Merger and the other transactions so contemplatedcontemplated by this Agreement (other than the filing and recordation of appropriate merger documents as required by the CGCL). This Agreement has been duly and validly executed and delivered by Purchaser each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by Company and the approval of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A by the requisite vote of the stockholders of PurchaserCompany, constitute legal constitutes a legal, valid and binding obligations obligation of Purchaser each of Parent and Merger Sub, enforceable against Purchaser each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (DemandTec, Inc.)
Authority Relative to this Agreement. Each of Purchaser Parent and Merger ------------------------------------ Sub has all necessary corporate power and authority to execute and deliver this Agreement and the Strategic Relationship Agreement attached hereto as Exhibit BAgreement, and to perform its obligations hereunder and thereunder and, to consummate the Merger and the other transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement by Purchaser each of Parent and Merger Sub, the performance by each of Parent and Merger Sub of its obligations under this Agreement, and the consummation by Purchaser each of Parent and Merger Sub of the Merger and the other transactions contemplated hereby and thereby by this Agreement, have been duly and validly authorized by all necessary corporate action on the part of Purchaser and Merger Sub, and no other corporate proceedings on the part of Purchaser Parent or Merger Sub are necessary pursuant to their respective organizational documents, the Delaware General Corporation Law or the MGCL to authorize this Agreement, Agreement or to consummate the transactions so contemplated. This Agreement has been duly and validly executed and delivered by Purchaser Parent and Merger Sub and, assuming the due authorization, execution and delivery by Company and the approval of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A hereof by the requisite vote of the stockholders of PurchaserCompany, constitute legal constitutes a legal, valid and binding obligations obligation of Purchaser each of Parent and Merger Sub, Sub enforceable against Purchaser each of Parent and Merger Sub in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at Law). The Parent has approved, and Parent, as the sole stockholder of Merger Sub, has approved, this Agreement, the Merger and the other transactions contemplated by this Agreement.
Appears in 1 contract
Authority Relative to this Agreement. Each of Purchaser Parent and Merger ------------------------------------ Sub has all necessary corporate power and authority to execute and deliver this Agreement and and, in the Strategic Relationship Agreement attached hereto as Exhibit Bcase of Merger Sub, and subject to perform obtaining necessary approval of its obligations hereunder and thereunder sole shareholder, and, in case of Parent, to obtaining its board approval for the issuance of the Merger Consideration, to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement by Purchaser and Merger Sub and the consummation by Purchaser and Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part boards of Purchaser directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Sub, and no other corporate proceedings on the part of Purchaser Parent or Merger Sub are necessary to authorize this Agreement, Agreement or to consummate the transactions so contemplatedcontemplated hereby other than the issue of a sufficient amount of authorized ordinary share capital of Parent (the "SHARE ISSUANCE"). This Agreement has been duly and validly executed and delivered by Purchaser each of Parent and Merger Sub andand constitutes a valid, assuming the due authorization, execution and delivery by Company and the approval of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A by the requisite vote of the stockholders of Purchaser, constitute legal and binding obligations agreement of Purchaser each of Parent and Merger Sub, enforceable against Purchaser each of Parent and Merger Sub in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
Appears in 1 contract
Samples: Agreement and Plan of Merger (O2wireless Solutions Inc)
Authority Relative to this Agreement. Each The execution, delivery and performance of Purchaser this Agreement and of all of the other documents and instruments required hereby by Parent and Merger ------------------------------------ Sub has all necessary Subsidiary are within the corporate power and authority to execute of Parent and deliver this Agreement and the Strategic Relationship Agreement attached hereto as Exhibit B, and to perform its obligations hereunder and thereunder and, to consummate the transactions contemplated hereby and therebyMerger Subsidiary. The execution and delivery of this Agreement by Purchaser and Merger Sub and the consummation by Purchaser and Merger Sub of the Merger Transactions and the other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part Boards of Purchaser Directors of Parent and Merger Sub, Subsidiary and no other corporate proceedings on the part of Purchaser Parent or Merger Sub Subsidiary are necessary to authorize the execution, delivery and performance of this Agreement, Agreement or to consummate the Merger Transactions or the other transactions so contemplatedcontemplated hereby. This Agreement has and all of the other documents and instruments required hereby have been or will be duly and validly executed and delivered by Purchaser Parent and Merger Sub andSubsidiary, as applicable, and (assuming the due authorization, authorization by the Company and the execution and delivery by Company and the approval of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A by the requisite vote of the stockholders of Purchaser, Company) constitute legal or will constitute valid and binding obligations agreements of Purchaser Parent and Merger SubSubsidiary, enforceable against Purchaser Parent and Merger Sub Subsidiary in accordance with its their respective terms, except to the extent that their enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other Laws affecting the enforcement of creditors’ rights generally or by equitable principles.
Appears in 1 contract
Samples: Agreement of Merger (Noland Co)
Authority Relative to this Agreement. Each of Purchaser the Company and Merger ------------------------------------ Sub has all necessary the corporate power and authority to execute and deliver this Agreement and the Strategic Relationship Agreement attached hereto as Exhibit BAgreement, and to perform its obligations hereunder and thereunder and, subject to receiving the Company Approvals, to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement by Purchaser the Company and Merger Sub and the consummation by Purchaser the Company and Merger Sub of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate action on in accordance with the part of Purchaser Company’s Memorandum and Articles and the Merger SubSub Organizational Documents, and no other corporate company proceedings on the part of Purchaser the Company or Merger Sub are necessary to authorize this Agreement, Agreement or to consummate the transactions so contemplatedTransactions (other than the Company Approvals) and the filing and recordation of appropriate merger documents as required by the DGCL. This Agreement has been duly and validly executed and delivered by Purchaser each of the Company and Merger Sub and, assuming the due authorization, execution and delivery by Company CAH, constitutes a legal, valid and the approval binding obligation of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A by the requisite vote of the stockholders of Purchaser, constitute legal and binding obligations of Purchaser Company and Merger Sub, enforceable against Purchaser the Company and Merger Sub in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally, by general equitable principles (the “Remedies Exceptions”). Each of the Company Board and the board of directors of Merger Sub has approved this Agreement and the Transactions. To the knowledge of the Company and Merger Sub, no other domestic or foreign takeover Law is applicable to the Merger or the other Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (CA Healthcare Acquisition Corp.)
Authority Relative to this Agreement. Each of Purchaser Parent and Merger ------------------------------------ Sub has all necessary corporate power and authority to execute and deliver this Agreement and the Strategic Relationship Agreement attached hereto as Exhibit BAgreement, and to perform its obligations hereunder and thereunder and, to consummate the Merger and the other transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement by Purchaser each of Parent and Merger Sub and the consummation by Purchaser each of Parent and Merger Sub of the Merger and the other transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by all necessary corporate action on the part of Purchaser and Merger Sub, and no other corporate proceedings on the part of Purchaser Parent or the Merger Sub are necessary to authorize this Agreement, Agreement or to consummate the Merger and the other transactions so contemplatedcontemplated by this Agreement (other than, with respect to the Merger, the filing and recordation of appropriate merger documents as required by the URBCA). This Agreement has been duly and validly executed and delivered by Purchaser each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by Company and the approval of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A by the requisite vote of the stockholders of PurchaserCompany, constitute legal constitutes a legal, valid and binding obligations obligation of Purchaser each of Parent and Merger Sub, enforceable against Purchaser each of Parent and Merger Sub in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws of general application affecting the enforcement of creditors' rights generally.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dycom Industries Inc)
Authority Relative to this Agreement. (a) Each of Purchaser Parent, Intermediate Parent and Merger ------------------------------------ Sub has all necessary corporate or other power and authority to execute and deliver this Agreement and the Strategic Relationship Agreement attached hereto as Exhibit BAgreement, and to perform its obligations hereunder and thereunder and, to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement by Purchaser each of Parent, Intermediate Parent and Merger Sub and the consummation by Purchaser each of Parent, Intermediate Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Purchaser and Merger Sub, and no other corporate proceedings on the part of Purchaser either Parent, Intermediate Parent or Merger Sub are necessary to authorize this Agreement, Agreement or to consummate the transactions so contemplatedcontemplated hereby. This Agreement has been duly and validly executed and delivered by Purchaser each of Parent, Intermediate Parent and Merger Sub and, assuming the due authorization, execution and delivery by Company and the approval of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A by the requisite vote of the stockholders of PurchaserCompany, constitute legal constitutes a legal, valid and binding obligations obligation of Purchaser each of Parent, Intermediate Parent and Merger Sub, enforceable against Purchaser and Merger Sub each of them in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally and to general principles of equity.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nationsrent Companies Inc)
Authority Relative to this Agreement. Each of Purchaser Parent ------------------------------------ and Merger ------------------------------------ Sub has all necessary corporate power and authority to execute and deliver this Agreement and the Strategic Relationship Agreement attached hereto as Exhibit BAgreement, and to perform its obligations hereunder and thereunder and, to consummate the Merger and the other transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement by Purchaser each of Parent and Merger Sub and the consummation by Purchaser each of Parent and Merger Sub of the Merger and the other transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by all necessary corporate action on the part of Purchaser and Merger Sub, and no other corporate proceedings on the part of Purchaser Parent or Merger Sub are necessary to authorize this Agreement, Agreement or to consummate the Merger and the other transactions so contemplatedcontemplated by this Agreement (other than with respect to the Merger, the filing and recordation of appropriate merger documents as required by the URBCA). This Agreement has been duly and validly executed and delivered by Purchaser each of Parent and Merger Sub andSub, and assuming the due authorization, execution and delivery by Company and the approval of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A by the requisite vote of the stockholders of PurchaserCompany, constitute legal constitutes a legal, valid and binding obligations obligation of Purchaser each of Parent and Merger Sub, enforceable against Purchaser each of Parent and Merger Sub in accordance with its terms, subject to any applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Sonicwall Inc)
Authority Relative to this Agreement. (a) Each of Purchaser Parent and Merger ------------------------------------ Sub has all necessary corporate power and authority to execute and deliver this Agreement and the Strategic Relationship Agreement attached hereto as Exhibit BAgreement, and to perform its obligations hereunder and thereunder and, to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement by Purchaser each of Parent and Merger Sub and the consummation by Purchaser Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Purchaser and Merger Subaction, and no other corporate proceedings on the part of Purchaser Parent or Merger Sub are necessary to authorize this Agreement, Agreement or to consummate the transactions so contemplatedcontemplated hereby (other than the filing and recordation of the Certificate of Merger as required by Delaware Law). This Agreement has been duly and validly executed and delivered by Purchaser each of Parent and Merger Sub and, assuming the due authorization, execution and delivery hereof by Company and the approval of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A by the requisite vote of the stockholders of PurchaserCompany, constitute legal this Agreement constitutes a legal, valid and binding obligations obligation of Purchaser and Parent and/or Merger Sub, as the case may be, enforceable against Purchaser Parent and Merger Sub in accordance with its terms, except to the extent that enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and by principles of equity regarding the availability of remedies.
Appears in 1 contract
Authority Relative to this Agreement. Each of Purchaser Parent and Merger ------------------------------------ Sub has all necessary full corporate power and authority to execute and deliver this Agreement and the Strategic Relationship Agreement attached hereto as Exhibit BAgreement, and to perform its their obligations hereunder and thereunder and, to consummate the transactions contemplated hereby and thereby. The execution and delivery by Parent and Merger Sub of this Agreement by Purchaser and Merger Sub and the consummation by Purchaser Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on by the part Board of Purchaser Directors of each of Parent and Merger Sub, and no other corporate proceedings action on the part of Purchaser the Board of Directors of either Parent or Merger Sub are necessary is required to authorize the execution, delivery and performance of this Agreement, or to consummate Agreement and the consummation by Parent and Merger Sub of the transactions so contemplatedcontemplated hereby. This Agreement has been duly and validly executed and delivered by Purchaser Parent and Merger Sub and, assuming the due authorization, execution and delivery by Company and the approval of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A hereof by the requisite vote of the stockholders of PurchaserCompany, constitute legal constitutes a legal, valid and binding obligations obligation of Purchaser Parent and Merger Sub, Sub enforceable against Purchaser Parent and Merger Sub in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to the enforcement of creditors' rights generally and by general principles of equity.
Appears in 1 contract
Authority Relative to this Agreement. Each of Purchaser Parent and Merger ------------------------------------ Sub has all necessary corporate power and authority to execute and deliver this Agreement and Agreement, and, subject to obtaining the Strategic Relationship Agreement attached hereto as Exhibit Bnecessary approvals of the stockholder of Merger Sub, and to perform its obligations hereunder and thereunder and, to consummate the Merger and the other transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement by Purchaser each of Parent and Merger Sub and the consummation by Purchaser each of Parent and Merger Sub of the Merger and the other transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by all necessary corporate action on the part of Purchaser and Merger Subaction, and no other corporate proceedings on the part of Purchaser or Parent and Merger Sub are necessary to authorize this Agreement, Agreement or to consummate the Merger and the other transactions so contemplatedcontemplated by this Agreement (other than with respect to the Merger, the filing and recordation of appropriate merger documents as required by the CCC). This Agreement has been duly and validly executed and delivered by Purchaser each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by Company and the approval of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A by the requisite vote of the stockholders of PurchaserCompany, constitute legal constitutes a legal, valid and binding obligations obligation of Purchaser each of Parent and Merger SubSub , enforceable against Purchaser each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity.
Appears in 1 contract
Authority Relative to this Agreement. Each of Purchaser Parent ------------------------------------ and Merger ------------------------------------ Sub has all necessary corporate power and authority to execute and deliver this Agreement and the Strategic Relationship Agreement attached hereto as Exhibit BAgreement, and to perform its obligations hereunder and thereunder and, to consummate the Merger and the other transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement by Purchaser each of Parent and Merger Sub and the consummation by Purchaser each of Parent and Merger Sub of the Merger and the other transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by all necessary corporate action on the part of Purchaser and Merger Subaction, and no other corporate proceedings on the part of Purchaser Parent or Merger Sub are necessary to authorize this Agreement, Agreement or to consummate the Merger and the other transactions so contemplatedcontemplated by this Agreement (other than with respect to the Merger, the filing and recordation of appropriate merger documents as required by the MBCL and the DGCL). This Agreement has been duly and validly executed and delivered by Purchaser each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by Company and the approval of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A by the requisite vote of the stockholders of PurchaserCompany, constitute legal constitutes a legal, valid and binding obligations obligation of Purchaser each of Parent and Merger Sub, enforceable against Purchaser each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors' rights generally and subject, as to enforceability, to the effect of general principles of equity.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Netopia Inc)
Authority Relative to this Agreement. Each of Purchaser Parent and Merger ------------------------------------ Purchase Sub has all necessary corporate power and authority to execute and deliver this Agreement and the Strategic Relationship Agreement attached hereto as Exhibit B, and to perform its obligations hereunder and thereunder and, to consummate the Transaction and the other transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement by Purchaser each of Parent and Merger Purchase Sub and the consummation by Purchaser each of Parent and Merger Purchase Sub of the Transaction and the other transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by all necessary corporate action on the part of Purchaser and Merger Subaction, and no other corporate proceedings on the part of Purchaser Parent or Merger Purchase Sub are necessary to authorize this Agreement, Agreement or to consummate the Transaction and the other transactions so contemplatedcontemplated by this Agreement (other than with respect to the Transaction, the filing and recordation of appropriate Transaction documents as required by the BCA). This Agreement has been duly and validly executed and delivered by Purchaser each of Parent and Merger Purchase Sub and, assuming the due authorization, execution and delivery by Company the Company, Holders and the approval of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A by the requisite vote of the stockholders of PurchaserShareholders' Representative, constitute legal constitutes a legal, valid and binding obligations obligation of Purchaser each of Parent and Merger Purchase Sub, enforceable against Purchaser each of Parent and Merger Purchase Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors' rights generally and subject, as to enforceability, to the effect of general principles of equity.
Appears in 1 contract
Authority Relative to this Agreement. Each The execution, delivery and performance of Purchaser and Merger ------------------------------------ Sub has all necessary corporate power and authority to execute and deliver this Agreement and of all of the Strategic Relationship Agreement attached hereto as Exhibit B, other documents and to perform its obligations hereunder instruments required hereby by Parent and thereunder and, to consummate Merger Subsidiary are within the transactions contemplated hereby corporate power of Parent and therebyMerger Subsidiary. The execution and delivery of this Agreement by Purchaser and Merger Sub and the consummation by Purchaser and Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part Boards of Purchaser Directors of Parent and Merger SubSubsidiary, and by Parent as the sole shareholder of Merger Subsidiary, and no other corporate proceedings on the part of Purchaser or Parent and Merger Sub Subsidiary are necessary to authorize this Agreement, Agreement or to consummate the transactions so contemplatedcontemplated herein. This Agreement has and all of the other documents and instruments required hereby have been or will be duly and validly executed and delivered by Purchaser Parent and Merger Sub and, Subsidiary and (assuming the due authorization, execution and delivery by Company hereof and the approval of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A thereof by the requisite vote of the stockholders of Purchaser, Company) constitute legal or will constitute valid and binding obligations agreements of Purchaser Parent and Merger SubSubsidiary, enforceable against Purchaser Parent and Merger Sub Subsidiary in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally, by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) or by an implied covenant of good faith and fair dealing.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Smithfield Companies Inc)
Authority Relative to this Agreement. Each of Purchaser Parent and Merger ------------------------------------ Sub has all necessary requisite corporate power and authority to execute and deliver this Agreement and the Strategic Relationship Agreement attached hereto as Exhibit BAgreement, and to perform its obligations hereunder and thereunder and, subject to the receipt of the approval of the adoption of this Agreement by Parent, in its capacity as the sole stockholder of Merger Sub, to consummate the transactions contemplated hereby and therebyTransactions. The execution execution, delivery and delivery performance of this Agreement by Purchaser Parent and Merger Sub and the consummation by Purchaser Parent and Merger Sub of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate action on the part of Purchaser and Merger Subaction, and no other corporate proceedings on the part of Purchaser Parent or Merger Sub are necessary to authorize this Agreement, Agreement or to consummate the transactions so contemplatedTransactions (subject, in the case of the Merger, to the receipt of the approval of the adoption of this Agreement by Parent, in its capacity as the sole stockholder of Merger Sub, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by Purchaser Parent and Merger Sub and, assuming the due authorization, execution and delivery by Company and the approval of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A by the requisite vote of the stockholders of PurchaserCompany, constitute legal constitutes a legal, valid and binding obligations obligation of Purchaser each of Parent and Merger Sub, enforceable against Purchaser each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium or similar Laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at Law or in equity).
Appears in 1 contract
Authority Relative to this Agreement. Each of Purchaser Parent and Merger ------------------------------------ Sub has all necessary corporate power and authority to execute and deliver this Agreement and Agreement, and, subject to obtaining the Strategic Relationship Agreement attached hereto as Exhibit Bnecessary approvals of the stockholder of Merger Sub, and to perform its obligations hereunder and thereunder and, to consummate the Merger and the other transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement by Purchaser each of Parent and Merger Sub and the consummation by Purchaser each of Parent and Merger Sub of the Merger and the other transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by all necessary corporate action on the part of Purchaser and Merger Subaction, and no other corporate proceedings on the part of Purchaser or Parent and Merger Sub are necessary to authorize this Agreement, Agreement or to consummate the Merger and the other transactions so contemplatedcontemplated by this Agreement (other than with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by Purchaser each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by Company and the approval of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A by the requisite vote of the stockholders of PurchaserCompany, constitute legal constitutes a legal, valid and binding obligations obligation of Purchaser each of Parent and Merger Sub, enforceable against Purchaser each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity.
Appears in 1 contract
Authority Relative to this Agreement. Each of Purchaser Parent and Merger ------------------------------------ Sub has all necessary corporate power and authority to execute and deliver this Agreement and the Strategic Relationship Agreement attached hereto as Exhibit BAgreement, and to perform its obligations hereunder and thereunder and, to consummate the Merger and the other transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement by Purchaser each of Parent and Merger Sub and the consummation by Purchaser each of Parent and Merger Sub of the Merger and the other transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by all necessary corporate action on the part of Purchaser and Merger Subaction, and no other corporate proceedings on the part of Purchaser Parent or Merger Sub are necessary to authorize this Agreement, Agreement or to consummate the Merger and the other transactions so contemplatedcontemplated by this Agreement (other than with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL and the adoption of this Agreement by Parent, in its capacity as the sole stockholder of Merger Sub). This Agreement has been duly and validly executed and delivered by Purchaser each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by Company and the approval of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A by the requisite vote of the stockholders of PurchaserCompany, constitute legal constitutes a legal, valid and binding obligations obligation of Purchaser each of Parent and Merger Sub, enforceable against Purchaser each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Synchronoss Technologies Inc)
Authority Relative to this Agreement. Each of Purchaser Parent and Merger ------------------------------------ Sub has all necessary full corporate power and authority to execute and deliver this Agreement and the Strategic Relationship Agreement attached hereto as Exhibit BAgreement, and to perform its respective obligations hereunder and thereunder and, to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery by Parent and Merger Sub of this Agreement by Purchaser and Merger Sub and the consummation by Purchaser Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on by the part respective Board of Purchaser Directors of Parent and Merger Sub, and no other corporate proceedings action on the part of Purchaser the Board of Directors of either Parent or Merger Sub are necessary is required to authorize the execution, delivery and performance of this Agreement, or to consummate Agreement and the consummation by Parent and Merger Sub of the transactions so contemplatedcontemplated hereby. This Agreement has been duly and validly executed and delivered by Purchaser Parent and Merger Sub and, assuming the due authorization, authorization and the valid execution and delivery by Company and the approval of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A hereof by the requisite vote of the stockholders of PurchaserCompany, constitute legal constitutes a legal, valid and binding obligations obligation of Purchaser Parent and Merger Sub, Sub enforceable against Purchaser Parent and Merger Sub in accordance with its respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to the enforcement of creditors' rights generally and by general principles of equity.
Appears in 1 contract
Samples: Merger Agreement And (Netzero Inc)
Authority Relative to this Agreement. Each of Purchaser Parent and Merger ------------------------------------ Sub has all necessary corporate power and authority to execute and deliver this Agreement and the Strategic Relationship Agreement attached hereto as Exhibit BAgreement, and to perform its obligations hereunder and thereunder and, to consummate the Merger and the other transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement by Purchaser each of Parent and Merger Sub and the consummation by Purchaser each of Parent and Merger Sub of the Merger and the other transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by all necessary corporate action on the part of Purchaser and Merger Subaction, and no other corporate proceedings on the part of Purchaser Parent or Merger Sub are necessary to authorize this Agreement, Agreement or to consummate the Merger and the other transactions so contemplatedcontemplated by this Agreement (other than with respect to the Merger, the filing and recordation of appropriate merger documents as required by the CGC). This Agreement has been duly and validly executed and delivered by Purchaser each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by Company and the approval of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A by the requisite vote of the stockholders of PurchaserCompany, constitute legal constitutes a legal, valid and binding obligations obligation of Purchaser each of Parent and Merger Sub, enforceable against Purchaser each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors' rights generally and subject, as to enforceability, to the effect of general principles of equity.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (InfoSearch Media, Inc.)
Authority Relative to this Agreement. Each of the Parent and the Purchaser and Merger ------------------------------------ Sub has all necessary the corporate power and authority to execute and deliver this Agreement and the Strategic Relationship Agreement attached hereto as Exhibit BAgreement, and to perform carry out its obligations hereunder and thereunder and, to consummate the transactions contemplated hereby and therebyhereby. The execution execution, delivery and delivery performance of this Agreement by each of the Parent and the Purchaser and Merger Sub and the consummation by each of the Parent and the Purchaser and Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part respective boards of directors of the Parent and the Purchaser and Merger Subby the sole stockholder of the Purchaser and, other than filing and recordation of appropriate merger documents as required by the DGCL and the CCC, no other corporate proceedings on the part of either the Parent or the Purchaser or Merger Sub are necessary to authorize this Agreement, Agreement or to consummate the transactions so contemplatedcontemplated hereby. This Agreement has been duly and validly executed and delivered by the Parent and the Purchaser and Merger Sub and, assuming the due authorization, execution and delivery by Company and the approval of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A by the requisite vote of the stockholders of PurchaserCompany, constitute legal constitutes a legal, valid and binding obligations obligation of Purchaser and Merger Sub, each such corporation enforceable against Purchaser and Merger Sub such corporation in accordance with its terms, except as such enforcement is subject to the effect of (i) any applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting creditors' rights generally, and (ii) general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, and other similar doctrines affecting the enforceability of agreements generally (regardless of whether considered in a proceeding in equity or at law).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Kaynar Technologies Inc)
Authority Relative to this Agreement. Each The Board of Purchaser Directors of Parent has declared the issuance of Parent Shares advisable and Merger ------------------------------------ Sub Parent has all necessary the requisite corporate power and authority to approve, authorize, execute and deliver this Agreement and the Strategic Relationship Agreement attached hereto as Exhibit B, and to perform its obligations hereunder and thereunder and, to consummate the transactions contemplated hereby hereby. Merger Sub has the requisite corporate power and thereby. The execution authority to approve, authorize, execute and delivery of deliver this Agreement by Purchaser and Merger Sub to consummate the transactions contemplated hereby. This Agreement and the consummation by Purchaser and Merger Sub Parent of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part Boards of Purchaser Directors of Parent and Merger Sub, Sub and no other corporate proceedings on the part of Purchaser Parent or Merger Sub (including, in the case of Merger Sub, all stockholder action by Parent as its sole stockholder) are necessary to authorize this Agreement, Agreement or to consummate the transactions so contemplatedcontemplated hereby. This Agreement has been duly and validly executed and delivered by Purchaser Parent and Merger Sub and, assuming this Agreement constitutes the due authorization, execution valid and delivery by Company and the approval binding agreement of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A by Company, constitutes the requisite vote of the stockholders of Purchaser, constitute legal valid and binding obligations agreement of Purchaser Parent and Merger Sub, enforceable against Purchaser Parent and Merger Sub in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity.
Appears in 1 contract
Authority Relative to this Agreement. Each of Purchaser Parent ------------------------------------ and Merger ------------------------------------ Sub has all necessary corporate power and authority to execute and deliver this Agreement and the Strategic Relationship Agreement attached hereto as Exhibit BAgreement, and to perform its obligations hereunder and thereunder and, to consummate the transactions contemplated hereby and therebyMerger. The execution and delivery of this Agreement by Purchaser Parent and Merger Sub and the consummation by Purchaser Parent and Merger Sub of the transactions contemplated hereby and thereby Merger have been duly and validly authorized by all necessary corporate action on the part of Purchaser and Merger Sub, and no other corporate proceedings on the part of Purchaser Parent or Merger Sub are necessary to authorize this Agreement, Agreement or to consummate the transactions so contemplatedMerger (other than, with respect to the Merger, the filing and recordation of appropriate merger documents as required by Delaware Law). This Agreement has been duly and validly executed and delivered by Purchaser Parent and Merger Sub and, assuming the due authorization, execution and delivery by Company and the approval of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A by the requisite vote of the stockholders of PurchaserCompany, constitute legal constitutes a legal, valid and binding obligations obligation of Purchaser each of Parent and Merger Sub, Sub enforceable against Purchaser each of Parent and Merger Sub in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles.
Appears in 1 contract
Authority Relative to this Agreement. Each of Purchaser CR and Merger ------------------------------------ Sub has all necessary corporate power and authority to execute and deliver this Agreement and all other Transaction Documents to which it is a party (the Strategic Relationship Agreement attached hereto as Exhibit B, “CR Transaction Documents”) and to perform its obligations hereunder and thereunder and, subject to obtaining CR Stockholders’ Approval, to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the CR Transaction Documents by Purchaser CR and Merger Sub Sub, and the consummation by Purchaser CR and Merger Sub of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized by all necessary corporate action on the part of Purchaser CR and Merger Sub, and no other corporate proceedings on the part of Purchaser CR or Merger Sub are necessary to authorize this Agreement, Agreement and the CR Transaction Documents or to consummate the transactions so contemplatedcontemplated (other than, with respect to the Merger, CR Stockholders’ Approval). This Agreement has and the CR Transaction Documents have been duly and validly executed and delivered by Purchaser CR and Merger Sub and, assuming the due authorization, execution and delivery by Company and the approval of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A by the requisite vote of the stockholders of Purchaserother parties thereto, constitute the legal and binding obligations obligation of Purchaser CR and Merger Sub, enforceable against Purchaser CR and Merger Sub in accordance with its their respective terms, subject to: (i) the effect of bankruptcy, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditor’s rights generally; and (ii) general equitable principles (whether considered in a proceeding in equity or at law).
Appears in 1 contract
Authority Relative to this Agreement. Each of Purchaser Parent and Merger ------------------------------------ Sub has all necessary corporate power and authority to execute and deliver this Agreement and the Strategic Relationship Agreement attached hereto as Exhibit BAgreement, and to perform its obligations hereunder and thereunder and, to consummate the Merger and the other transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement by Purchaser each of Parent and Merger Sub and the consummation by Purchaser each of Parent and Merger Sub of the Merger and the other transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by all necessary corporate action on the part of Purchaser and Merger Subaction, and no other corporate proceedings on the part of Purchaser Parent or Merger Sub are necessary to authorize this Agreement, Agreement or to consummate the Merger and the other transactions so contemplatedcontemplated by this Agreement (other than with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL and the CCC). This Agreement has been duly and validly executed and delivered by Purchaser each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by Company and the approval of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A by the requisite vote of the stockholders of PurchaserCompany, constitute legal constitutes a legal, valid and binding obligations obligation of Purchaser each of Parent and Merger Sub, enforceable against Purchaser each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Blue Coat Systems Inc)
Authority Relative to this Agreement. Each of Purchaser Parent ------------------------------------ and Merger ------------------------------------ Sub has all necessary corporate power and authority to execute and deliver this Agreement and the Strategic Relationship Agreement attached hereto as Exhibit BAgreement, and to perform its obligations hereunder and thereunder and, to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement by Purchaser Parent and Merger Sub and the consummation by Purchaser and Merger Sub each of them of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part Boards of Purchaser Directors of Parent and Merger Sub, and by Parent as the sole stockholder of Sub, and no other corporate proceedings on the part of Purchaser Parent or Merger Sub are necessary to authorize the execution, delivery and performance of this Agreement, Agreement by Parent and Sub or to consummate the consummation by Parent and Sub of the transactions so contemplatedcontemplated hereby (other than, with respect to the Merger, the filing and recordation of the Certificate of Merger as required by the DGCL). This Agreement has been duly and validly executed and delivered by Purchaser each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by Company and the approval of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A by the requisite vote of the stockholders of PurchaserCompany, constitute legal constitutes a valid and binding obligations obligation of Purchaser each of Parent and Merger Sub, enforceable against Purchaser each of Parent and Merger Sub in accordance with its terms, subject to (i) bankruptcy, insolvency and moratorium laws and to the laws affecting creditors' rights generally and (ii) the discretionary nature of equitable remedies.
Appears in 1 contract
Authority Relative to this Agreement. Each of Purchaser Parent and ------------------------------------ Merger ------------------------------------ Sub has all necessary corporate power and authority to execute and deliver this Agreement and the Strategic Relationship Agreement attached hereto as Exhibit BAgreement, and to perform its obligations hereunder and thereunder and, to consummate the Merger and the other transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement by Purchaser each of Parent and Merger Sub and the consummation by Purchaser each of Parent and Merger Sub of the Merger and the other transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by all necessary corporate action on the part of Purchaser and Merger Sub, and no other corporate proceedings on the part of Purchaser Parent or Merger Sub are necessary to authorize this Agreement, Agreement or to consummate the Merger and the other transactions so contemplatedcontemplated by this Agreement (other than with respect to the Merger, the filing and recordation of appropriate merger documents as required by the CGCL). This Agreement has been duly and validly executed and delivered by Purchaser each of Parent and Merger Sub andSub, and assuming the due authorization, execution and delivery by Company and the approval of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A by the requisite vote of the stockholders of PurchaserCompany, constitute legal constitutes a legal, valid and binding obligations obligation of Purchaser each of Parent and Merger Sub, enforceable against Purchaser each of Parent and Merger Sub in accordance with its terms, subject to any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Sonicwall Inc)
Authority Relative to this Agreement. (a) Each of Purchaser Parent and Merger ------------------------------------ Sub has all necessary corporate power and authority to execute and deliver this Agreement and the Strategic Relationship Agreement attached hereto as Exhibit BAgreement, and to perform its obligations hereunder and thereunder and, to consummate the transactions contemplated hereby and therebyTransactions. The execution execution, delivery and delivery performance of this Agreement by Purchaser each of Parent and Merger Sub and the consummation of the Transactions by Purchaser each of Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Purchaser and Merger Subaction, and no other corporate proceedings (including any actions of Parent’s stockholders) on the part of Purchaser or Parent and Merger Sub are necessary to authorize this Agreement, Agreement or to consummate the transactions so contemplatedTransactions. This Agreement has been duly and validly executed and delivered by Purchaser Parent and Merger Sub and, assuming the due authorization, execution and delivery by Company and the approval of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A by the requisite vote of the stockholders of PurchaserCompany, constitute legal constitutes a legal, valid and binding obligations obligation of Purchaser Parent and Merger Sub, enforceable against Purchaser Parent and Merger Sub in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 1 contract
Authority Relative to this Agreement. Each of Purchaser Parent and ------------------------------------ Merger ------------------------------------ Sub has all necessary corporate power and authority to execute and deliver this Agreement and the Strategic Relationship Agreement attached hereto as Exhibit BAgreement, and to perform its obligations hereunder and thereunder and, to consummate the Merger and the other transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement by Purchaser each of Parent and Merger Sub and the consummation by Purchaser each of Parent and Merger Sub of the Merger and the other transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by all necessary corporate action on the part of Purchaser and Merger Subaction, and no other corporate proceedings on the part of Purchaser Parent or Merger Sub are necessary to authorize this Agreement, Agreement or to consummate the Merger and the other transactions so contemplatedcontemplated by this Agreement (other than with respect to the Merger, the filing and recordation of appropriate merger documents as required by the KGCL and the DGCL). This Agreement has been duly and validly executed and delivered by Purchaser each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by Company and the approval of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A by the requisite vote of the stockholders of PurchaserCompany, constitute legal constitutes a legal, valid and binding obligations obligation of Purchaser each of Parent and Merger Sub, enforceable against Purchaser each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors' rights generally and subject, as to enforceability, to the effect of general principles of equity.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Actuate Corp)
Authority Relative to this Agreement. Each of Purchaser Parent and Merger ------------------------------------ Sub has all necessary corporate power and authority to execute and deliver this Agreement and the Strategic Relationship Agreement attached hereto as Exhibit B, and to perform its obligations hereunder and, subject to adoption of this Agreement and thereunder andthe Merger by the stockholders of Parent, to consummate the transactions contemplated hereby and thereby(including the Merger). The execution and delivery of this Agreement by Purchaser and Merger Sub and the consummation by Purchaser Parent and Merger Sub of the transactions contemplated hereby and thereby (including the Merger) have been duly and validly authorized by all necessary corporate action on the part of Purchaser Parent and Merger Sub, Sub and no other corporate proceedings on the part of Purchaser Parent or Merger Sub are necessary to authorize this Agreement, Agreement or to consummate the transactions so contemplatedcontemplated (other than the approval and adoption of this Agreement and the approval of the Merger by the holders of a majority of the outstanding shares of Parent Common Stock entitled to vote with respect thereto and the filing of the Certificate of Merger pursuant to the DGCL). This Agreement has been duly and validly executed and delivered by Purchaser Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by Company and Company, constitutes the approval of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A by the requisite vote of the stockholders of Purchaser, constitute legal and binding obligations obligation of Purchaser and Merger SubParent, enforceable against Purchaser and Merger Sub Parent in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and by general principles of equity and public policy.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Access Technologies Inc)
Authority Relative to this Agreement. Each of Purchaser Parent, Intermediate Sub and Merger ------------------------------------ Sub has all necessary corporate power and authority to execute and deliver this Agreement and the Strategic Relationship Agreement attached hereto as Exhibit BAgreement, and to perform its their respective obligations hereunder and thereunder and, to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement by Purchaser Parent, Intermediate Sub and Merger Sub and the consummation by Purchaser Parent, Intermediate Sub and Merger Sub of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate action on the part of Purchaser and Merger Subaction, and no other corporate proceedings on the part of Purchaser Parent, Intermediate Sub or Merger Sub are necessary to authorize this Agreement, Agreement or to consummate the transactions so contemplatedTransactions (other than, with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by Purchaser Parent, Intermediate Sub and Merger Sub and, assuming the due authorization, execution and delivery by Company and the approval of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A this Agreement by the requisite vote of the stockholders of PurchaserCompany, constitute legal constitutes a legal, valid and binding obligations obligation of Purchaser each of Parent, Intermediate Sub and Merger Sub, Sub enforceable against Purchaser each of Parent, Intermediate Sub and Merger Sub in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by principles of equity regarding the availability of remedies.
Appears in 1 contract
