AUTHORITY CONCERNING THIS AGREEMENT. The execution, delivery and performance by Seller of this Agreement and of each agreement, document or instrument executed and delivered or to be executed and delivered in connection with the transactions contemplated hereby, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized and approved by all necessary corporate action of Seller. This Agreement is (and, when executed and delivered, each agreement, document or instrument to be executed and delivered in connection with the transactions contemplated hereby will be) valid and binding upon Seller, and enforceable against Seller in accordance with their respective terms except to the extent that enforcement thereof may be limited by applicable bankruptcy, reorganization, insolvency or moratorium laws, or other laws affecting the enforcement of creditors' rights or by the principles governing the availability of equitable remedies.
AUTHORITY CONCERNING THIS AGREEMENT. The execution, delivery and performance by the Company of this Agreement and any Sellers' Document executed by the Company, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized and approved by all necessary corporate action of the Company.
AUTHORITY CONCERNING THIS AGREEMENT. The execution and delivery of this Agreement and the other documents and instruments to be executed and delivered by Buyer hereunder, the performance by Buyer of its obligations hereunder and thereunder, and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by the Board of Managers, of Buyer. Buyer will deliver to Seller at or prior to the Closing a complete and correct copy, certified by its corporate secretary or assistant secretary, of all resolutions theretofore duly and validly adopted by its Board of Managers evidencing such authorization (which resolution will not have been modified or rescinded prior to and will be in full force and effect on the Closing Date). No other corporate act or proceeding on the part of Buyer is necessary to approve the execution and delivery of this Agreement by Buyer, the execution and delivery of the other documents and instruments to be executed and delivered by Buyer hereunder, the performance by Buyer of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby.
AUTHORITY CONCERNING THIS AGREEMENT. The execution, delivery and performance by Buyer of this Agreement and any document and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized and approved by all necessary corporate action. This Agreement is valid and binding upon Buyer and enforceable against Buyer in accordance with their respective terms, except to the extent that enforcement thereof may be limited by applicable bankruptcy, reorganization, insolvency or moratorium laws, or other laws affecting the enforcement of creditors' rights or by the principles governing the availability of equitable remedies.
AUTHORITY CONCERNING THIS AGREEMENT. The execution, delivery and performance by Buyer and Able Telcom of this Agreement and any Buyer's Document and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized and approved by all necessary corporate action. This Agreement is (and, when executed and delivered, each Buyer's Document will be) valid and binding upon Buyer and Able Telcom and enforceable against each of Buyer and Able Telcom in accordance with their respective terms, except to the extent that enforcement thereof may be limited by applicable bankruptcy, reorganization, insolvency or moratorium laws, or other laws affecting the enforcement of creditors' rights or by the principles governing the availability of equitable remedies. 14
AUTHORITY CONCERNING THIS AGREEMENT. The execution, delivery and performance by Buyer of this Agreement and of each agreement, document or instrument executed and delivered or to be executed and delivered in connection with the transactions contemplated hereby, and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary corporate action of Buyer, and do not violate or contravene Buyers Articles of Incorporation, By Laws, or any agreement, order, judgment or decree to which Buyer is a party or by which Buyer is bound. This Agreement is (and, when executed and delivered, each agreement, document or instrument to be executed and delivered in connection with the transactions contemplated hereby will be) valid and binding upon Buyer, and enforceable against Buyer in accordance with their respective terms except to the extent that enforcement thereof may be limited by applicable bankruptcy, reorganization, insolvency or moratorium laws, or other laws affecting the enforcement of creditors' rights or the principles governing the availability of equity remedies.
AUTHORITY CONCERNING THIS AGREEMENT. The Company has the corporate power and authority to execute and deliver this Agreement and the other Transaction Agreements, and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and all such other agreements and documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Company. This Agreement was duly and validly executed and delivered by the Company and shall constitute the legal, valid and binding agreement of the Company and be enforceable in accordance with its terms, subject to the possibility that enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws now or hereafter in effect relating to creditors' rights, and (ii) principles of equity. Each of the Transaction Agreements and other documents shall be duly and validly executed and delivered by the Company on the Closing Date and shall constitute the legal, valid and binding agreement of the Company and be enforceable in accordance with its terms, subject to the possibility that enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws now or hereafter in effect relating to creditors' rights, and (ii) principles of equity.
AUTHORITY CONCERNING THIS AGREEMENT. The execution, delivery and performance by Seller, Xxxxxxx, and Xxxxxxxx of this Agreement and of each agreement, document or instrument executed and delivered or to be executed and delivered in connection with the transactions contemplated hereby, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized and approved by all necessary corporate action of Seller. This Agreement is (and, when executed and delivered, each agreement, document or instrument to be executed and delivered in connection with the transactions contemplated hereby will be) valid and binding upon Seller, and enforceable against Seller in accordance with its terms except to the extent that enforcement thereof may be limited by applicable bankruptcy, reorganization, insolvency or moratorium laws, or other laws affecting the enforcement of creditors' rights or by the principles governing the availability of equitable remedies.
AUTHORITY CONCERNING THIS AGREEMENT. The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby (subject to approval and adoption of this Agreement by the shareholders of the Company in accordance with applicable 15 law). The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than approval and adoption of this Agreement by the shareholders of the Company in accordance with applicable law). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes a valid and binding agreement of each of Parent and the Purchaser, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy or principles applicable to creditors' rights generally or governing the availability of equitable relief. The Company's Board of Directors has, subject to its continuing duties to the shareholders of the Company, (i) resolved that the Merger is fair to the Company's shareholders, and (ii) resolved to recommend authorization of the Merger and adoption of the Agreement by the Company's shareholders. The Company represents that it has received the opinion of Jefferies & Company, Inc. txxx xxx xroposed consideration to be received by the shareholders of the Company is fair to such shareholders from a financial point of view.
AUTHORITY CONCERNING THIS AGREEMENT. Parent and the Purchaser each has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and the Purchaser and the consummation by Parent and the Purchaser of the transactions contemplated hereby have been duly and validly authorized by the Boards of Directors of Parent and the Purchaser and by Parent as the sole shareholder of the Purchaser, and no other corporate proceedings on the part of Parent or the Purchaser are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent and the Purchaser and, assuming this Agreement constitutes a valid and binding obligation of the Company, this Agreement constitutes a valid and binding agreement of each of Parent and the Purchaser, enforceable against each of Parent and the Purchaser in accordance with its terms, except as such enforceability may be limited by bankruptcy or principles applicable to creditors' rights generally or governing the availability of equitable relief.
