Authority; Enforceability. (a) Washington has all requisite limited liability company power and authority to execute and deliver this Agreement and each other Transaction Document to which it is or will be a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Washington of this Agreement and each other Transaction Document to which it is or will be a party, the performance prior to Closing by Washington of its obligations hereunder and thereunder, and the consummation by Washington of the transactions contemplated hereby and thereby (including the Washington Pre-Closing Reorganization), have been, or, with respect to such other Transaction Documents to be entered into as of the Closing, will be as of the Closing, duly and validly authorized by all requisite limited liability company action, subject only, with respect to the Washington Merger, to receipt of the Washington Equityholder Consent. Other than the Washington Equityholder Consent with respect to the Washington Merger, no other equityholder action of Washington, approval or vote is or shall be required to approve and adopt this Agreement, the Chicago Transaction Agreement or to consummate any of the transactions contemplated hereby or thereby, including the Washington Merger. Prior to the execution of this Agreement and the Chicago Transaction Agreement, the board of managers of Washington, by resolution, has (i) approved and authorized the execution and delivery of this Agreement and the Chicago Transaction Agreement, (ii) approved the consummation of the transactions contemplated hereby and thereby, including the Washington Merger, (iii) determined that the execution and delivery of this Agreement and the Chicago Transaction Agreement and the consummation of the transactions contemplated hereby and thereby are advisable, (iv) recommended that the requisite equityholders of Washington approve and adopt this Agreement and the transactions contemplated hereby, including the Washington Merger, and (v) directed that this Agreement and the Washington Merger be submitted to the requisite equityholders of Washington for their approval and adoption in accordance with the DLLCA. No “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” Law is applicable to this Agreement or the transactions contemplated hereby, including the Washington Merger. (b) Washington has all requisite limited liability company power and authority to carry on its business as it pertains to the Washington Business as currently conducted and to own, lease and operate its properties and assets, except where the failure to have such power and authority would not be, individually or in the aggregate, material to Washington and its Subsidiaries, taken as a whole. (c) This Agreement has been duly executed and delivered by Washington and, assuming this Agreement has been duly executed and delivered by the other Parties, constitutes a valid and binding obligation of Washington, and each other Transaction Document (to which Washington is or will be party) has been, or will be as of the Closing, duly executed and delivered by Washington and, assuming such Transaction Document has been duly executed and delivered by each other party thereto, constitutes or will constitute a valid and binding obligation of Washington, in each case enforceable against Washington in accordance with its terms, except as enforcement may be limited by the Enforceability Exceptions.
Appears in 2 contracts
Sources: Transaction Agreement (Fidelity National Information Services, Inc.), Transaction Agreement (Global Payments Inc)
Authority; Enforceability. (a) Washington Each of Parent and Merger Sub has all requisite limited liability company corporate or similar power and authority to execute and deliver enter into this Agreement and each other Transaction Document to which it is or will be a partyAgreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution board of directors (or equivalent governing body) of Parent has approved the execution, delivery and delivery by Washington of this Agreement and each other Transaction Document to which it is or will be a party, the performance prior to Closing by Washington of its obligations hereunder and thereunder, and the consummation by Washington of the transactions contemplated hereby and thereby (including the Washington Pre-Closing Reorganization), have been, or, with respect to such other Transaction Documents to be entered into as of the Closing, will be as of the Closing, duly and validly authorized by all requisite limited liability company action, subject only, with respect to the Washington Merger, to receipt of the Washington Equityholder Consent. Other than the Washington Equityholder Consent with respect to the Washington Merger, no other equityholder action of Washington, approval or vote is or shall be required to approve and adopt this Agreement, the Chicago Transaction Agreement or to consummate any of the transactions contemplated hereby or thereby, including the Washington Merger. Prior to the execution of this Agreement and the Chicago Transaction Agreementconsummation of the transactions contemplated hereby, including the Merger and the Financing, and the board of managers directors of Merger Sub has unanimously (i) determined that it is in the best interests of Merger Sub and its sole shareholder, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, and (iii) resolved to recommend that the sole shareholder of Merger Sub adopt this Agreement and directed that such matter be submitted for consideration of the sole shareholder of Merger Sub.
(b) Except for the adoption of this Agreement by ▇▇▇▇▇▇, as the sole shareholder of Merger Sub (which such adoption shall occur immediately following the execution of this Agreement) and the filing of the Certificate of Merger with the Secretary of State of the State of Washington, by resolution, has (i) approved and authorized no other corporate or similar proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement and the Chicago Transaction Agreement, (ii) approved the consummation of the transactions contemplated hereby and thereby, including the Washington Merger, (iii) determined that the execution and delivery of this Agreement and the Chicago Transaction Agreement and the consummation hereby. No vote of the transactions contemplated hereby and thereby are advisable, (iv) recommended that the requisite equityholders of Washington approve and adopt this Agreement and Parent or the holders of any other securities of Parent (equity or otherwise) is required by any applicable Law, the certificate of incorporation or bylaws or other equivalent organizational documents of Parent or the applicable rules of any exchange on which securities of Parent are traded, in order for Parent to consummate the transactions contemplated hereby, including the Washington Merger, and (v) directed that this Agreement and the Washington Merger be submitted to the requisite equityholders of Washington for their approval and adoption in accordance with the DLLCA. No “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” Law is applicable to this Agreement or the transactions contemplated hereby, including the Washington Merger.
(b) Washington has all requisite limited liability company power and authority to carry on its business as it pertains to the Washington Business as currently conducted and to own, lease and operate its properties and assets, except where the failure to have such power and authority would not be, individually or in the aggregate, material to Washington and its Subsidiaries, taken as a whole.
(c) This Agreement has been duly and validly executed and delivered by Washington ▇▇▇▇▇▇ and Merger Sub and, assuming this Agreement has been duly executed and delivered by constitutes the other Parties, constitutes a valid and binding obligation of Washington, and each other Transaction Document (to which Washington is or will be party) has been, or will be as agreement of the ClosingCompany, duly executed and delivered by Washington and, assuming such Transaction Document has been duly executed and delivered by each other party thereto, this Agreement constitutes or will constitute a the valid and binding obligation agreement of WashingtonParent and Merger Sub, in each case enforceable against Washington each of Parent and Merger Sub in accordance with its terms, except as enforcement may be limited by subject to the Enforceability Exceptions.
Appears in 2 contracts
Sources: Merger Agreement (Smartsheet Inc), Merger Agreement (Smartsheet Inc)
Authority; Enforceability. (a) Washington The Company has all requisite limited liability company necessary corporate power and authority to execute and deliver this Agreement and each other Transaction Document to which it is or will be a partyAgreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyby this Agreement. The execution execution, delivery and delivery performance by Washington the Company of this Agreement and each other Transaction Document to which it is or will be a party, the performance prior to Closing by Washington of its obligations hereunder and thereunder, and the consummation by Washington the Company of the transactions contemplated hereby and thereby (including the Washington Pre-Closing Reorganization), by this Agreement have been, or, with respect to such other Transaction Documents to be entered into as of the Closing, will be as of the Closing, been duly and validly authorized by all requisite limited liability company action, subject only, with respect to the Washington Merger, to receipt Board of Directors (upon the unanimous recommendation of the Washington Equityholder Consent. Other than the Washington Equityholder Consent with respect to the Washington MergerSpecial Committee), and no other equityholder action corporate proceedings on the part of Washington, approval or vote is or shall be required the Company are necessary to approve and adopt authorize this Agreement, the Chicago Transaction Agreement or to consummate any of the transactions contemplated hereby by this Agreement (except that consummation of the Merger is subject to adoption of this Agreement by the affirmative vote of a majority of the votes entitled to be cast by the holders of the outstanding shares of Company Common Stock voting together as a single class (the “Requisite Stockholder Vote”)).
(b) The Board of Directors of the Company, acting upon the unanimous recommendation of the Special Committee, at a meeting duly held on or thereby, including the Washington Merger. Prior prior to the execution date hereof unanimously (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement and the Chicago Transaction Agreementconsummation of the transactions contemplated hereby, including the Merger, (iii) resolved to recommend that the stockholders of the Company approve the adoption of this Agreement and directed that such matter be submitted for consideration of the stockholders of the Company at the Stockholders Meeting (this clause (iii), the board “Board Recommendation”), and (iv) took all necessary steps so that the provisions of managers Section 203 of Washingtonthe DGCL and any “moratorium”, by resolution“control share acquisition”, has “business combination”, “fair price” or other form of anti-takeover Laws or regulations (icollectively, “Takeover Laws”) approved and authorized of any jurisdiction that may purport to be applicable to this Agreement do not apply to the execution and delivery of this Agreement and the Chicago Transaction Agreement, (ii) approved the consummation of the transactions contemplated hereby and thereby, including the Washington Merger, (iii) determined that the execution and delivery of this Agreement and the Chicago Transaction Agreement and the consummation of the transactions contemplated hereby and thereby are advisable, (iv) recommended that the requisite equityholders of Washington approve and adopt this Agreement and the transactions contemplated hereby, including the Washington Merger, and (v) directed that this Agreement and the Washington Merger be submitted to the requisite equityholders of Washington for their approval and adoption in accordance with the DLLCA. No “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” Law is applicable to this Agreement or the transactions contemplated hereby, including the Washington Merger.
(b) Washington has all requisite limited liability company power and authority to carry on its business as it pertains to the Washington Business as currently conducted and to own, lease and operate its properties and assets, except where the failure to have such power and authority would not be, individually or in the aggregate, material to Washington and its Subsidiaries, taken as a whole.
(c) This Agreement has been duly executed and delivered by Washington the Company and, assuming this Agreement has been duly executed due authorization, execution and delivered delivery by the other Partiesparties hereto, constitutes a legal, valid and binding obligation of Washington, and each other Transaction Document (to which Washington is or will be party) has been, or will be as agreement of the ClosingCompany, duly executed and delivered by Washington and, assuming such Transaction Document has been duly executed and delivered by each other party thereto, constitutes or will constitute a valid and binding obligation of Washington, in each case enforceable against Washington the Company in accordance with its terms, except as enforcement may be limited subject to the effects of bankruptcy, insolvency, fraudulent conveyance, 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 adoption of this Agreement by the Enforceability ExceptionsRequisite Stockholder Vote is the only vote of the holders of any class or series of capital stock or other Equity Interests of the Company or any of its Subsidiaries necessary to adopt this Agreement or approve the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Freescale Semiconductor Inc), Merger Agreement (Freescale Semiconductor Inc)
Authority; Enforceability. (a) Washington Each of Parent and Merger Sub has all requisite limited liability company corporate or similar power and authority to execute and deliver enter into this Agreement and each other Transaction Document to which it is or will be a partyAgreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution board of directors (or equivalent governing body) of Parent has approved the execution, delivery and delivery by Washington of this Agreement and each other Transaction Document to which it is or will be a party, the performance prior to Closing by Washington of its obligations hereunder and thereunder, and the consummation by Washington of the transactions contemplated hereby and thereby (including the Washington Pre-Closing Reorganization), have been, or, with respect to such other Transaction Documents to be entered into as of the Closing, will be as of the Closing, duly and validly authorized by all requisite limited liability company action, subject only, with respect to the Washington Merger, to receipt of the Washington Equityholder Consent. Other than the Washington Equityholder Consent with respect to the Washington Merger, no other equityholder action of Washington, approval or vote is or shall be required to approve and adopt this Agreement, the Chicago Transaction Agreement or to consummate any of the transactions contemplated hereby or thereby, including the Washington Merger. Prior to the execution of this Agreement and the Chicago Transaction Agreementconsummation of the transactions contemplated hereby, including the Merger and the Financing, and the board of managers directors of Washington, by resolution, Merger Sub has unanimously (i) determined that it is in the best interests of Merger Sub and its sole stockholder, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and authorized performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, and (iii) resolved to recommend that the sole stockholder of Merger Sub adopt this Agreement and directed that such matter be submitted for consideration of the sole stockholder of Merger Sub.
(b) Except for the adoption of this Agreement by Parent, as the sole stockholder of Merger Sub (which such adoption shall occur immediately following the execution of this Agreement) and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate or similar proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement and the Chicago Transaction Agreement, (ii) approved the consummation of the transactions contemplated hereby and thereby, including the Washington Merger, (iii) determined that the execution and delivery of this Agreement and the Chicago Transaction Agreement and the consummation hereby. No vote of the transactions contemplated hereby and thereby are advisable, (iv) recommended that the requisite equityholders of Washington approve and adopt this Agreement and Parent or the holders of any other securities of Parent (equity or otherwise) is required by any applicable Law, the certificate of incorporation or bylaws or other equivalent organizational documents of Parent or the applicable rules of any exchange on which securities of Parent are traded, in order for Parent to consummate the transactions contemplated hereby, including the Washington Merger, and (v) directed that this Agreement and the Washington Merger be submitted to the requisite equityholders of Washington for their approval and adoption in accordance with the DLLCA. No “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” Law is applicable to this Agreement or the transactions contemplated hereby, including the Washington Merger.
(b) Washington has all requisite limited liability company power and authority to carry on its business as it pertains to the Washington Business as currently conducted and to own, lease and operate its properties and assets, except where the failure to have such power and authority would not be, individually or in the aggregate, material to Washington and its Subsidiaries, taken as a whole.
(c) This Agreement has been duly and validly executed and delivered by Washington Parent and Merger Sub and, assuming this Agreement has been duly executed and delivered by constitutes the other Parties, constitutes a valid and binding obligation of Washington, and each other Transaction Document (to which Washington is or will be party) has been, or will be as agreement of the ClosingCompany, duly executed and delivered by Washington and, assuming such Transaction Document has been duly executed and delivered by each other party thereto, this Agreement constitutes or will constitute a the valid and binding obligation agreement of WashingtonParent and Merger Sub, in each case enforceable against Washington each of Parent and Merger Sub in accordance with its terms, except as enforcement may be limited by subject to the Enforceability Exceptions.
Appears in 2 contracts
Sources: Merger Agreement (Sailpoint Technologies Holdings, Inc.), Merger Agreement (Sailpoint Technologies Holdings, Inc.)
Authority; Enforceability. (a) Washington Each of Parent, Holdco and Merger Sub has all the full requisite limited liability company corporate power and authority to execute and deliver this Agreement and each the other Transaction Document Documents to which it is a party (or will is contemplated to be a partyparty at the Closing), and, subject to receipt of the Required Parent Vote, the adoption of this Agreement by Holdco in its capacity as the sole stockholder of Merger Sub and the adoption of this Agreement by Parent in its capacity as the sole stockholder of Holdco, to perform its obligations hereunder under this Agreement and thereunder the other Transaction Documents to which it is a party (or is contemplated to be a party at the Closing), and to consummate the transactions contemplated hereby and thereby. The execution execution, delivery and delivery by Washington of this Agreement and each other Transaction Document to which it is or will be a party, the performance prior to Closing by Washington of its obligations hereunder and thereunder, and the consummation by Washington of the transactions contemplated hereby and thereby (including the Washington Pre-Closing Reorganization), have been, or, with respect to such other Transaction Documents to be entered into as of the Closing, will be as of the Closing, duly and validly authorized by all requisite limited liability company action, subject only, with respect to the Washington Merger, to receipt of the Washington Equityholder Consent. Other than the Washington Equityholder Consent with respect to the Washington Merger, no other equityholder action of Washington, approval or vote is or shall be required to approve and adopt this Agreement, the Chicago Transaction Agreement or to consummate any of the transactions contemplated hereby or thereby, including the Washington Merger. Prior to the execution of this Agreement and the Chicago other Transaction AgreementDocuments to which Parent, Holdco or Merger Sub is a party (or is contemplated to be a party at the board of managers of WashingtonClosing), by resolutionParent, has (i) approved and authorized the execution and delivery of this Agreement Holdco and the Chicago Transaction AgreementMerger Sub, (ii) approved the consummation of the transactions contemplated hereby and therebyas applicable, including the Washington Merger, (iii) determined that the execution and delivery of this Agreement and the Chicago Transaction Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate action, other than the Required Parent Vote, the adoption of this Agreement by Holdco in its capacity as the sole stockholder of Merger Sub and the adoption of this Agreement by Parent in its capacity as the sole stockholder of Holdco, and no other proceedings on their part are advisablenecessary to authorize the execution, (iv) recommended that the requisite equityholders delivery or performance of Washington approve and adopt this Agreement and the transactions contemplated hereby, including the Washington Merger, and (v) directed that this such Transaction Documents. This Agreement and each of the Washington other Transaction Documents to which Parent, Holdco or Merger Sub is a party (or is contemplated to be submitted a party at the Closing) has been (or, with respect to the requisite equityholders Transaction Documents that are not contemplated to be executed and delivered as of Washington for their approval and adoption in accordance with the DLLCA. No “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” Law is applicable date hereof, will be prior to this Agreement or the transactions contemplated hereby, including the Washington Merger.
(bClosing) Washington has all requisite limited liability company power and authority to carry on its business as it pertains to the Washington Business as currently conducted and to own, lease and operate its properties and assets, except where the failure to have such power and authority would not be, individually or in the aggregate, material to Washington and its Subsidiaries, taken as a whole.
(c) This Agreement has been duly executed and delivered by Washington Parent, Holdco and the Merger Sub, as applicable, and, assuming that this Agreement has been duly executed and delivered by the other Parties, constitutes is a valid and binding obligation of Washingtonthe Member, this Agreement and each of the other Transaction Document (Documents that is a Contract to which Washington Parent, Holdco or Merger Sub is a party (or will is contemplated to be partya party at the Closing) has beenconstitutes (or, or will with respect to such Transaction Documents that are not contemplated to be executed and delivered as of the Closingdate hereof, duly executed and delivered by Washington and, assuming such Transaction Document has been duly executed and delivered by each other party thereto, constitutes or will constitute at the Closing) a valid and binding obligation of WashingtonParent, in each case Holdco and the Merger Sub, as applicable, enforceable against Washington in accordance with its terms, except as enforcement enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Legal Requirements relating to or affecting creditors’ rights generally or by equitable principles (regardless of whether enforcement is sought at law or in equity). The shares of Holdco Common Stock and Holdco Preferred Stock to be issued as a result of the Enforceability ExceptionsMerger and the shares of Holdco Stock constituting the Stock Consideration and the Earnout Shares have been duly authorized and, when issued pursuant to this Agreement, will be validly issued, fully paid and non-assessable and free of preemptive rights, and will be issued in compliance with all applicable U.S. federal and state securities Laws. As of the date hereof, the Board of Directors of Parent has unanimously (a) determined that it is in the best interests of Parent and Parent’s stockholders, and declared it advisable, to enter into this Agreement, (b) approved the Merger and (c) upon the terms and subject to the conditions of this Agreement, resolved to recommend that the stockholders of Parent adopt this Agreement and to submit this Agreement to the stockholders of Parent for adoption. The Board of Directors of Holdco has unanimously (i) determined that it is in the best interests of Holdco and its sole stockholder, and declared it advisable, to enter into this Agreement, (ii) approved the Merger, and the issuance of shares of Holdco Common Stock and Holdco Preferred Stock in connection with the Merger and Contribution and (iii) resolved to submit this Agreement to its sole stockholder for adoption. The Board of Directors of Merger Sub has unanimously (x) determined that it is in the best interests of Merger Sub and its sole stockholder, and declared it advisable, to enter into this Agreement, (y) approved the Merger and (z) resolved to submit this Agreement to its sole stockholder for adoption.
Appears in 2 contracts
Sources: Master Transaction Agreement (RTI Surgical Holdings, Inc.), Master Transaction Agreement (Rti Surgical, Inc.)
Authority; Enforceability. (a) Washington The Company has all the requisite limited liability company corporate power and authority to execute and deliver enter into this Agreement and each other Transaction Document and, subject to which it is or will be a partyreceipt of the Company Shareholder Approval, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery by Washington of this Agreement and each other Transaction Document to which it is or will be Company Board at a party, the performance prior to Closing by Washington of its obligations hereunder and thereunder, and the consummation by Washington of the transactions contemplated hereby and thereby (including the Washington Pre-Closing Reorganization), have been, or, with respect to such other Transaction Documents to be entered into as of the Closing, will be as of the Closing, duly and validly authorized by all requisite limited liability company action, subject only, with respect to the Washington Merger, to receipt of the Washington Equityholder Consent. Other than the Washington Equityholder Consent with respect to the Washington Merger, no other equityholder action of Washington, approval or vote is or shall be required to approve and adopt this Agreement, the Chicago Transaction Agreement or to consummate any of the transactions contemplated hereby or thereby, including the Washington Merger. Prior to the execution of this Agreement and the Chicago Transaction Agreement, the board of managers of Washington, by resolution, held meeting has unanimously (i) approved and authorized determined that it is in the execution and delivery best interests of this Agreement the Company and the Chicago Transaction Company's shareholders, and declared it advisable, to enter into this Agreement, (ii) approved the consummation of the transactions contemplated hereby execution, delivery and thereby, including the Washington Merger, (iii) determined that the execution and delivery performance of this Agreement and the Chicago Transaction Agreement and the consummation of the transactions contemplated hereby hereby, including the Merger, with the Company surviving the Merger as a wholly owned Subsidiary of Parent, in accordance with the WBCA, and thereby are advisable, (iii) resolved to recommend that the shareholders of the Company approve this Agreement (the “Company Recommendation”) and (iv) recommended directed that this Agreement be submitted to the requisite equityholders shareholders of Washington the Company at the Company Shareholder Meeting for their approval.
(b) The affirmative vote of the holders of a majority of the outstanding shares of Company Voting Stock in favor of the approval of this Agreement (the “Company Shareholder Approval”) is the only vote of holders of securities of the Company that is required to approve and adopt this Agreement and consummate the transactions contemplated hereby, including the Washington Merger, and .
(vc) directed that this Agreement Except for the Company Shareholder Approval and the Washington Merger be submitted to filing of the requisite equityholders Articles of ▇▇▇▇▇▇ with the Secretary of State of the State of Washington for their approval as required by the WBCA, no other corporate action, proceedings, shareholder vote or similar action on the part of the Company is necessary to authorize the execution and adoption in accordance with delivery of this Agreement, the DLLCA. No “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” Law is applicable to this Agreement or performance by the Company of its covenants and obligations hereunder and the consummation of the transactions contemplated hereby, including the Washington Merger.
(b) Washington has all requisite limited liability company power and authority to carry on its business as it pertains to the Washington Business as currently conducted and to own, lease and operate its properties and assets, except where the failure to have such power and authority would not be, individually or in the aggregate, material to Washington and its Subsidiaries, taken as a whole.
(cd) This Agreement has been duly and validly executed and delivered by Washington the Company and, assuming this Agreement has been duly executed and delivered by constitutes the other Parties, constitutes a valid and binding obligation agreement of Washington, Parent and each other Transaction Document (to which Washington is or will be party) has been, or will be as of the Closing, duly executed and delivered by Washington and, assuming such Transaction Document has been duly executed and delivered by each other party theretoMerger Sub, constitutes or will constitute a the valid and binding obligation agreement of Washingtonthe Company, in each case enforceable against Washington the Company in accordance with its terms, except as that (i) such enforcement may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies 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 (collectively, the “Enforceability Exceptions”).
Appears in 2 contracts
Sources: Merger Agreement (Smartsheet Inc), Merger Agreement (Smartsheet Inc)
Authority; Enforceability. (a) Washington The Company has all the requisite limited liability company corporate power and authority to execute and deliver enter into this Agreement and each other Transaction Document and, subject to which it is or will be a partyreceipt of the Company Stockholder Approval, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery by Washington of this Agreement and each other Transaction Document to which it is or will be Company Board at a party, the performance prior to Closing by Washington of its obligations hereunder and thereunder, and the consummation by Washington of the transactions contemplated hereby and thereby (including the Washington Pre-Closing Reorganization), have been, or, with respect to such other Transaction Documents to be entered into as of the Closing, will be as of the Closing, duly and validly authorized by all requisite limited liability company action, subject only, with respect to the Washington Merger, to receipt of the Washington Equityholder Consent. Other than the Washington Equityholder Consent with respect to the Washington Merger, no other equityholder action of Washington, approval or vote is or shall be required to approve and adopt this Agreement, the Chicago Transaction Agreement or to consummate any of the transactions contemplated hereby or thereby, including the Washington Merger. Prior to the execution of this Agreement and the Chicago Transaction Agreement, the board of managers of Washington, by resolution, held meeting has unanimously (i) approved determined that it is in the best interests of the Company and authorized the execution its stockholders, and delivery of declared it advisable, to enter into this Agreement and the Chicago Transaction Agreement, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the Merger and the other transactions contemplated hereby hereby, and thereby(iii) resolved to recommend that the stockholders of the Company adopt this Agreement (the “Company Recommendation”), which Company Recommendation has not been withdrawn, rescinded or modified in any way as of the date hereof, and directed that such matter be submitted for consideration of the stockholders of the Company at the Company Stockholder Meeting.
(b) The affirmative vote of the holders of a majority of the outstanding shares of Company Voting Stock in favor of the adoption of this Agreement (the “Company Stockholder Approval”) is the only vote of holders of securities of the Company that is required to approve this Agreement and consummate the transactions contemplated hereby, including the Washington Merger.
(c) Except for the Company Stockholder Approval and the filing of the Certificate of M▇▇▇▇▇ with the Secretary of State of the State of Delaware, (iii) determined that no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement Agreement, the performance by the Company of its covenants and the Chicago Transaction Agreement obligations hereunder and the consummation of the transactions contemplated hereby and thereby are advisable, (iv) recommended that the requisite equityholders of Washington approve and adopt this Agreement and the transactions contemplated hereby, including the Washington Merger, and (v) directed that this Agreement and the Washington Merger be submitted to the requisite equityholders of Washington for their approval and adoption in accordance with the DLLCA. No “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” Law is applicable to this Agreement or the transactions contemplated hereby, including the Washington Merger.
(b) Washington has all requisite limited liability company power and authority to carry on its business as it pertains to the Washington Business as currently conducted and to own, lease and operate its properties and assets, except where the failure to have such power and authority would not be, individually or in the aggregate, material to Washington and its Subsidiaries, taken as a whole.
(cd) This Agreement has been duly and validly executed and delivered by Washington the Company and, assuming this Agreement has been duly executed and delivered by constitutes the other Parties, constitutes a valid and binding obligation agreement of Washington, Parent and each other Transaction Document (to which Washington is or will be party) has been, or will be as of the Closing, duly executed and delivered by Washington and, assuming such Transaction Document has been duly executed and delivered by each other party theretoMerger Sub, constitutes or will constitute a the valid and binding obligation agreement of Washingtonthe Company, in each case enforceable against Washington the Company in accordance with its terms, except as that (i) such enforcement may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies 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 (collectively, the “Enforceability Exceptions”).
Appears in 1 contract
Sources: Merger Agreement (UserTesting, Inc.)
Authority; Enforceability. (a) Washington Each of Buyer, First Merger Sub and Second Merger Sub has all requisite limited liability company necessary corporate power and authority to execute and deliver this Agreement and each other Transaction Document to which it is a party and each instrument required to be executed and delivered by it at the Closing hereunder or will be a party, thereunder and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Washington each of Buyer, First Merger Sub and Second Merger Sub of this Agreement and Agreement, each other Transaction Document to which it is a party and each instrument required to be executed and delivered by it at the Closing hereunder or will be a partythereunder, the performance prior to Closing by Washington of its obligations hereunder and thereunder, and the consummation by Washington of the transactions contemplated hereby and thereby (including the Washington Pre-Closing Reorganization), have been, or, with respect to such other Transaction Documents to be entered into as of the Closing, will be as of the Closing, duly and validly authorized by all requisite limited liability company action, subject only, with respect to the Washington Merger, to receipt of the Washington Equityholder Consent. Other than the Washington Equityholder Consent with respect to the Washington Merger, no other equityholder action of Washington, approval or vote is or shall be required to approve and adopt this Agreement, the Chicago Transaction Agreement or to consummate any of the transactions contemplated hereby or thereby, including the Washington Merger. Prior to the execution of this Agreement and the Chicago Transaction Agreement, the board of managers of Washington, by resolution, has (i) approved and authorized the execution and delivery of this Agreement and the Chicago Transaction Agreement, (ii) approved the consummation of the transactions contemplated hereby and thereby, including the Washington Merger, (iii) determined that the execution and delivery of this Agreement and the Chicago Transaction Agreement thereunder and the consummation of the transactions contemplated hereby and thereby are advisable, (iv) recommended that the requisite equityholders of Washington approve have been duly and adopt this Agreement and the transactions contemplated hereby, including the Washington Mergervalidly authorized by all necessary action on its part, and (v) directed that no other corporate or similar proceedings on the part of Buyer, First Merger Sub or Second Merger Sub are necessary to authorize this Agreement and the Washington Merger Agreement, any Transaction Document to which it is a party or any instrument required to be submitted to the requisite equityholders of Washington for their approval and adoption in accordance with the DLLCA. No “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” Law is applicable to this Agreement or the transactions contemplated hereby, including the Washington Merger.
(b) Washington has all requisite limited liability company power and authority to carry on its business as it pertains to the Washington Business as currently conducted and to own, lease and operate its properties and assets, except where the failure to have such power and authority would not be, individually or in the aggregate, material to Washington and its Subsidiaries, taken as a whole.
(c) This Agreement has been duly executed and delivered by Washington andit prior to or at the Closing hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby. This Agreement, assuming this Agreement has been duly each other Transaction Document to which either of Buyer, First Merger Sub and Second Merger Sub is a party and each instrument required to be executed and delivered by it at the Closing hereunder or thereunder has been duly and validly executed and delivered by it and, assuming the due authorization, execution and delivery thereof by the other Partiesparties thereto, constitutes a legal, valid and binding obligation of Washingtonit, and each other Transaction Document (to which Washington is or will be party) has been, or will be as of the Closing, duly executed and delivered by Washington and, assuming such Transaction Document has been duly executed and delivered by each other party thereto, constitutes or will constitute a valid and binding obligation of Washington, in each case enforceable against Washington it in accordance with its terms, except as enforcement may subject to the effects of bankruptcy, insolvency, fraudulent conveyance, 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).
(b) The Closing Equity Consideration and the Buyer Common Shares, when issued in accordance with the terms hereof, shall be limited by the Enforceability Exceptionsduly authorized and validly issued, fully paid and non-assessable and issued in compliance with all applicable Laws and not subject to, and not issued in violation of, any Lien, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of applicable Law, Buyer’s Organizational Documents, or any Contract to which Buyer is a party or otherwise bound.
Appears in 1 contract
Sources: Merger Agreement (Squarespace, Inc.)
Authority; Enforceability. (ai) Washington Such Pledgor has all requisite limited liability company the full right, power and authority to execute pledge its respective Collateral and deliver to grant the security interest in the Collateral as herein provided;
(ii) There are no restrictions on the transfer of any Collateral owned by such Pledgor to Collateral Agent hereunder or with respect to any subsequent transfer thereof or realization thereupon by Collateral Agent (except for any such restrictions that have been waived to the Collateral Agent’s satisfaction), and each Pledgor hereby waives any restrictions under any Pledged Collateral Agreement or applicable Law or otherwise (other than under any applicable securities laws) which otherwise might apply to the exercise by the Collateral Agent of the rights and remedies provided in this Agreement so as to permit (i) such Pledgor to enter into and perform such Pledgor’s obligations under this Agreement and each other Transaction Document to which it is or will be a party, to perform its obligations hereunder and thereunder and to consummate (ii) the transactions contemplated hereby and thereby. The execution and delivery by Washington of this Agreement and each other Transaction Document to which it is or will be a party, the performance prior to Closing by Washington of its obligations hereunder and thereunder, and the consummation by Washington Collateral Agent’s exercise of the transactions contemplated hereby Collateral Agent’s rights and thereby remedies set forth hereunder;
(including iii) This Agreement constitutes the Washington Pre-Closing Reorganization)legal, have beenvalid and binding obligation of such Pledgor in accordance with the terms hereof and has been duly authorized, orexecuted and delivered, with respect except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to such other Transaction Documents to be entered into as or affecting generally the enforcement of the Closing, will be as creditors’ rights and general principles of the Closing, duly and validly authorized by all requisite limited liability company action, subject only, with respect to the Washington Merger, to receipt of the Washington Equityholder Consent. Other than the Washington Equityholder Consent with respect to the Washington Merger, no other equityholder action of Washington, approval or vote is or shall be required to approve and adopt this Agreement, the Chicago Transaction Agreement or to consummate any of the transactions contemplated hereby or thereby, including the Washington Merger. Prior to the execution of this Agreement and the Chicago Transaction Agreement, the board of managers of Washington, by resolution, has equity;
(iiv) approved and authorized the The execution and delivery of this Agreement and the Chicago Transaction Agreementwill not conflict with or result in any breach or contravention of any provision of law, (ii) approved the consummation statute, rule or regulation to which any Pledgor is subject or any judgment, order, writ, injunction, license or permit applicable to such Pledgor or any indenture, mortgage, deed of the transactions contemplated hereby and therebytrust, including the Washington Mergeror other material agreement or instrument to which such Pledgor is a party or by which such Pledgor may be bound, (iii) determined that the execution and delivery of this Agreement and the Chicago Transaction Agreement and the consummation of the transactions contemplated hereby and thereby are advisable, (iv) recommended that the requisite equityholders of Washington approve and adopt this Agreement and the transactions contemplated hereby, including the Washington Merger, and or to which such Pledgor may be subject; and
(v) directed that this Agreement and the Washington Merger be submitted There is no material litigation or administrative proceeding now pending, or to the requisite equityholders best of Washington for their approval and adoption its knowledge threatened in accordance with writing, against such Pledgor which could reasonably be expected to materially impair the DLLCA. No “moratorium,” “control share,” “fair price,” “takeover” ability of such Pledgor to pay or “interested stockholder” Law is applicable to this Agreement perform such Pledgor’s obligations hereunder or the transactions contemplated hereby, including the Washington Merger.
(b) Washington has all requisite limited liability company power and authority to carry on its business as it pertains to the Washington Business as currently conducted and to own, lease and operate its properties and assets, except where the failure to have such power and authority would not be, individually or in the aggregate, material to Washington and its Subsidiaries, taken as a whole.
(c) This Agreement has been duly executed and delivered by Washington and, assuming this Agreement has been duly executed and delivered exercise by the other Parties, constitutes a valid Collateral Agent of its rights and binding obligation of Washington, and each other Transaction Document (to which Washington is or will be party) has been, or will be as of the Closing, duly executed and delivered by Washington and, assuming such Transaction Document has been duly executed and delivered by each other party thereto, constitutes or will constitute a valid and binding obligation of Washington, in each case enforceable against Washington in accordance with its terms, except as enforcement may be limited by the Enforceability Exceptionsremedies hereunder.
Appears in 1 contract
Sources: Credit Agreement (Epr Properties)
Authority; Enforceability. (a) Washington The Company has all the requisite limited liability company corporate power and authority to execute and deliver enter into this Agreement and each other Transaction Document and, subject to which it is or will be a partyreceipt of the Company Stockholder Approval, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Washington of this Agreement and each other Transaction Document to which it is or will be a party, the performance prior to Closing by Washington of its obligations hereunder and thereunder, and the consummation by Washington of the transactions contemplated hereby and thereby (including the Washington Pre-Closing Reorganization), have been, or, with respect to such other Transaction Documents to be entered into as of the Closing, will be as of the Closing, duly and validly authorized by all requisite limited liability company action, subject only, with respect to the Washington Merger, to receipt of the Washington Equityholder Consent. Other than the Washington Equityholder Consent with respect to the Washington Merger, no other equityholder action of Washington, approval or vote is or shall be required to approve and adopt this Agreement, the Chicago Transaction Agreement or to consummate any of the transactions contemplated hereby or therebyhereby, including the Washington Merger. Prior to The Company Board has established the execution Special Committee, consisting solely of this Agreement and the Chicago Transaction Agreement, the board of managers of Washington, by resolution, has (i) approved and authorized the execution and delivery of this Agreement and the Chicago Transaction Agreement, (ii) approved the consummation three of the transactions contemplated hereby and thereby, including the Washington Merger, (iii) determined that the execution and delivery of this Agreement and the Chicago Transaction Agreement and the consummation Company’s independent members of the transactions contemplated hereby Company Board to, among other things, consider, assess and thereby are advisable, (iv) recommended that negotiate the requisite equityholders terms of Washington approve and adopt this Agreement and the transactions contemplated hereby, including the Washington Merger, and to make a recommendation to the Company Board as to whether the Company should enter into this Agreement. Acting upon the recommendation of the Special Committee, the Company Board has unanimously (vi) directed determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement, (ii) authorized and approved the execution, delivery and performance of this Agreement and the Washington Merger be submitted to the requisite equityholders consummation of Washington for their approval and adoption in accordance with the DLLCA. No “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” Law is applicable to this Agreement or the transactions contemplated hereby, including the Washington Merger, and (iii) resolved to recommend that the stockholders of the Company adopt this Agreement and approve the Merger (the “Company Recommendation”), which Company Recommendation has not been withdrawn, rescinded or modified in any way as of the date hereof, and directed that such matter be submitted for consideration of the stockholders of the Company at the Company Stockholder Meeting.
(b) Washington has all requisite limited liability company power The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock in favor of the adoption of this Agreement (the “Company Stockholder Approval”) is the only vote of holders of securities of the Company that is required to approve this Agreement and authority to carry on its business as it pertains to consummate the Washington Business as currently conducted and to owntransactions contemplated hereby, lease and operate its properties and assets, except where including the failure to have such power and authority would not be, individually or in the aggregate, material to Washington and its Subsidiaries, taken as a wholeMerger.
(c) Except for the Company Stockholder Approval and the filing of the Certificate of ▇▇▇▇▇▇ with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement, the performance by the Company of its covenants and obligations hereunder and the consummation of the transactions contemplated hereby.
(d) This Agreement has been duly and validly executed and delivered by Washington the Company and, assuming this Agreement has been duly executed and delivered by constitutes the other Parties, constitutes a valid and binding obligation agreement of Washington, Parent and each other Transaction Document (to which Washington is or will be party) has been, or will be as of the Closing, duly executed and delivered by Washington and, assuming such Transaction Document has been duly executed and delivered by each other party theretoMerger Sub, constitutes or will constitute a the valid and binding obligation agreement of Washingtonthe Company, in each case enforceable against Washington the Company in accordance with its terms, except as that (i) such enforcement may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies 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 (collectively, the “Enforceability Exceptions”).
Appears in 1 contract
Authority; Enforceability. (a) Washington Each of Parent and Merger Sub has all requisite limited liability company necessary corporate power and authority to execute and deliver this Agreement, each Related Agreement to which Parent or Merger Sub is a party, and each other Transaction Document instrument required hereby and thereby to which be executed and delivered by it is or will be a partyat the Closing and, subject to the receipt of the Parent Stockholder Approvals, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Washington each of Parent and Merger Sub of this Agreement, each Related Agreement and each other Transaction Document to which it Parent or Merger Sub is or will be a party, and each instrument required hereby to be executed and delivered by Parent and Merger Sub at the Closing, the performance prior to Closing by Washington of its their respective obligations hereunder and thereunder, and the consummation by Washington of the transactions contemplated hereby and thereby (including the Washington Pre-Closing Reorganization), have been, or, with respect to such other Transaction Documents to be entered into as of the Closing, will be as of the Closing, duly and validly authorized by all requisite limited liability company action, subject only, with respect to the Washington Merger, to receipt of the Washington Equityholder Consent. Other than the Washington Equityholder Consent with respect to the Washington Merger, no other equityholder action of Washington, approval or vote is or shall be required to approve and adopt this Agreement, the Chicago Transaction Agreement or to consummate any of the transactions contemplated hereby or thereby, including the Washington Merger. Prior to the execution of this Agreement and the Chicago Transaction Agreement, the board of managers of Washington, by resolution, has (i) approved and authorized the execution and delivery of this Agreement and the Chicago Transaction Agreement, (ii) approved the consummation of the transactions contemplated hereby and thereby, including the Washington Merger, (iii) determined that the execution and delivery of this Agreement and the Chicago Transaction Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of each of Parent and Merger Sub and by Parent as the sole stockholder of Merger Sub, and have been duly and validly authorized by all requisite corporate action, except for the receipt of the Parent Stockholder Approvals. Except for filing of the Certificate of Merger and receipt of the Parent Stockholder Approvals, no other corporate proceedings on the part of Parent or Merger Sub are advisable, (iv) recommended that necessary to authorize the requisite equityholders consummation of Washington approve and adopt this Agreement and the transactions contemplated hereby, including the Washington Merger, and (v) directed that this . This Agreement and the Washington Merger be submitted to the requisite equityholders of Washington for their approval and adoption in accordance with the DLLCA. No “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” Law is applicable to this each Related Agreement or the transactions contemplated hereby, including the Washington Merger.
(b) Washington has all requisite limited liability company power and authority to carry on its business as it pertains to the Washington Business as currently conducted and to own, lease and operate its properties and assets, except where the failure to have such power and authority would not be, individually or in the aggregate, material to Washington and its Subsidiaries, taken as a whole.
(c) This Agreement has been duly executed and delivered by Washington and, assuming this Agreement has been duly executed and delivered by the other Parties, constitutes a valid and binding obligation of Washington, and each other Transaction Document (to which Washington Parent or Merger Sub is or will be party) has been, or will be as of the Closing, duly executed and delivered by Washington and, assuming such Transaction Document a party has been duly executed and delivered by each other party theretoof Parent and Merger Sub and, assuming due authorization, execution and delivery hereof by the Company, constitutes or will constitute a legal, valid and binding obligation of Washingtoneach of Parent and Merger Sub, in each case enforceable against Washington each of Parent and Merger Sub in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.
(b) When the Parent Common Stock to be issued as the Stock Issuance is issued, such shares will be validly issued, fully paid and non-assessable, free and clear of any Liens or other restrictions whatsoever, except as enforcement may be limited explicitly contemplated by this Agreement, the Related Agreements or the Stockholders’ Agreement or imposed by applicable Law or by the Enforceability Exceptionsact(s) of the recipient of such shares.
Appears in 1 contract
Sources: Merger Agreement (Investools Inc)
Authority; Enforceability. (a) Washington The Company has all requisite limited liability company necessary corporate power and authority to execute and deliver this Agreement and each other Transaction Document to which it is or will be a partyAgreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Washington of this Agreement and each other Transaction Document to which it is or will be a party, the performance prior to Closing by Washington of its obligations hereunder and thereunderhereunder, and the consummation by Washington of the transactions contemplated hereby and thereby (including the Washington Pre-Closing Reorganization), have been, or, with respect to such other Transaction Documents to be entered into as of the Closing, will be as of the Closing, duly and validly authorized by all requisite limited liability company action, subject only, with respect to the Washington Merger, to receipt of the Washington Equityholder Consent. Other than the Washington Equityholder Consent with respect to the Washington MergerCompany Shareholder Approval, no other equityholder action of Washington, approval or vote is or shall be required to approve and adopt this Agreement, the Chicago Transaction Agreement or to consummate any of the transactions Transactions contemplated hereby or thereby, including the Washington Mergerhereby. Prior to the execution of this Agreement and the Chicago Transaction Agreement, the board of managers of Washington, by resolution, has (i) approved and authorized the The execution and delivery of this Agreement by the Company have been duly authorized by all necessary corporate action and no other corporate proceedings on the Chicago Transaction Agreement, (ii) approved the consummation part of the transactions contemplated hereby and thereby, including the Washington Merger, (iii) determined that Company are necessary to authorize the execution and delivery by the Company of this Agreement Agreement. Other than the Company Shareholder Approval and the Chicago Transaction Agreement filing of the Merger Filings as required by the CGCL, the consummation by the Company of the Merger and the consummation other Transactions contemplated hereby have been duly authorized by all necessary corporate action and no other corporate proceedings on the part of the transactions contemplated hereby and thereby Company are advisable, (iv) recommended that necessary to authorize the requisite equityholders consummation by the Company of Washington approve and adopt this Agreement the Merger and the transactions other Transactions contemplated hereby, including the Washington Merger, and (v) directed that this Agreement and the Washington Merger be submitted to the requisite equityholders of Washington for their approval and adoption in accordance with the DLLCA. No “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” Law is applicable to this Agreement or the transactions contemplated hereby, including the Washington Merger.
(b) Washington has all requisite limited liability company power and authority to carry on its business as it pertains to the Washington Business as currently conducted and to own, lease and operate its properties and assets, except where the failure to have such power and authority would not be, individually or in the aggregate, material to Washington and its Subsidiaries, taken as a whole.
(c) This Agreement has been duly executed and delivered by Washington and, assuming this Agreement has been duly validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each other PartiesParties hereto, constitutes a constitute valid and binding obligation of Washington, and each other Transaction Document (to which Washington is or will be party) has been, or will be as obligations of the ClosingCompany, duly executed and delivered by Washington and, assuming such Transaction Document has been duly executed and delivered by each other party thereto, constitutes or will constitute a valid and binding obligation of Washington, in each case enforceable against Washington the Company in accordance with its terms, except as enforcement such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws in effect which affect the Enforceability Exceptionsenforcement of creditors' rights generally and by general equitable principles.
(b) The Special Committee, at a meeting duly called and held, has by unanimous vote of all its members approved and declared this Agreement and the Transactions contemplated hereby advisable and has determined that the Merger and the other Transactions are fair to, and in the best interests of, the shareholders of the Company (other than the Rollover Shareholders). The Board of Directors of the Company, based on the unanimous recommendation of the Special Committee, has (i) determined that the Merger and the other Transactions, upon the terms and subject to the conditions set forth herein, are fair to, and in the best interests of, the shareholders of the Company (other than the Rollover Shareholders), (ii) approved and adopted this Agreement and the Transactions, and declared their advisability, (iii) recommended the adoption of this Agreement by the shareholders of the Company, subject to the terms and conditions set forth herein, and (iv) approved and adopted this Agreement, the Merger and the other Transactions contemplated hereby and thereby.
(c) Under applicable Law (including, without limitation, the CGCL) and the Company Articles of Incorporation, the only votes of the Company's shareholders required to adopt and approve:
(i) this Agreement and the Merger are the (A) affirmative vote of a majority of the outstanding shares of Common Stock, voting as a separate class, and (B) affirmative vote of the holders of a majority of the voting power of the outstanding shares of Common Stock, Series D Preferred Stock and Series E Preferred Stock, voting together as a single class, with each share of Common Stock outstanding being entitled to one vote and each share of Series D Preferred Stock and Series E Preferred Stock being entitled to that number of votes determined in accordance with applicable Law and the Company Articles of Incorporation and By-laws (the "VOTE OF OUTSTANDING SHARES"); and
(ii) the Restated Articles are the (A) affirmative vote of a majority of the outstanding shares of Common Stock, voting as a separate class, (B) affirmative vote of a majority of the outstanding shares of Series D Preferred Stock, voting as a separate class, (C) affirmative vote of a majority of the outstanding shares of Series E Preferred Stock, voting as a separate class, and (D)
Appears in 1 contract
Authority; Enforceability. (a) Washington The Company has all requisite limited liability company corporate power and authority to execute and deliver enter into this Agreement and each the other Transaction Document Agreements to which it is or will be a partyparty and, subject to perform its obligations hereunder and thereunder and obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated hereby and thereby. The execution and delivery by Washington of this Agreement and each other Transaction Document to which it is or will be a party, the performance prior to Closing by Washington of its obligations hereunder and thereunder, and the consummation by Washington of the transactions contemplated hereby and thereby (including the Washington Pre-Closing Reorganization), have been, or, with respect to such other Transaction Documents to be entered into as of the Closing, will be as of the Closing, duly and validly authorized by all requisite limited liability company action, subject only, with respect to the Washington Merger, to receipt of the Washington Equityholder Consent. Other than the Washington Equityholder Consent with respect to the Washington Merger, no other equityholder action of Washington, approval or vote is or shall be required to approve and adopt this Agreement, the Chicago Transaction Agreement or to consummate any of the transactions contemplated hereby or thereby, including the Washington Merger. Prior to the execution of this Agreement and the Chicago Transaction Agreement, the board of managers of Washington, by resolution, has (i) approved and authorized the execution and delivery of this Agreement and the Chicago Transaction Agreement, (ii) approved the consummation of the transactions contemplated hereby and thereby, including the Washington Merger, (iii) determined that the execution and delivery of this Agreement and the Chicago Transaction Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, and thereby are advisable, (iv) recommended that no further action is required on the requisite equityholders part of Washington approve and adopt the Company to authorize this Agreement and the transactions contemplated hereby, including subject only to receipt of the Washington MergerRequisite Stockholder Approval. The Requisite Stockholder Approval is the only approval of the Company Stockholders that is necessary to adopt this Agreement under applicable law, the Company’s Charter Documents and any Contract to which the Company is a party. As of the date hereof, the board of directors of the Company has unanimously (i) approved and deemed advisable this Agreement, the Escrow Agreement, the Merger and the other transactions contemplated hereby and thereby, (ii) determined that this Agreement, the Merger and the other transactions contemplated hereby and thereby are in the best interests of the Company and the Company Stockholders and are on terms that are fair to the Company Stockholders and (viii) directed recommended that the Company Stockholders adopt this Agreement for all purposes under Delaware Law, the Charter Documents and any Contracts between or among the Washington Merger be submitted to the requisite equityholders of Washington for their approval Company and adoption in accordance with the DLLCA. No “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” Law is applicable to this Agreement or the transactions contemplated hereby, including the Washington Mergerany Company Stockholders.
(b) Washington has all requisite limited liability company power This Agreement, the Escrow Agreement and authority the agreements contemplated hereby and thereby to carry on its business as it pertains to which the Washington Business as currently conducted and to own, lease and operate its properties and assets, except where the failure to Company is or will be a party have such power and authority would not be, individually been or in the aggregate, material to Washington and its Subsidiaries, taken as a whole.
(c) This Agreement has been duly executed and delivered by Washington and, assuming this Agreement has been will be duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other Partiesparties hereto and thereto, constitutes a constitute or will constitute the valid and binding obligation of Washington, and each other Transaction Document (to which Washington is or will be party) has been, or will be as obligations of the ClosingCompany, duly executed and delivered by Washington and, assuming such Transaction Document has been duly executed and delivered by each other party thereto, constitutes or will constitute a valid and binding obligation of Washington, in each case enforceable against Washington the Company in accordance with its their terms, except as subject to (i) laws of general application relating to bankruptcy, insolvency, reorganization, moratorium, the relief of debtors and enforcement may be limited by the Enforceability Exceptionsof creditors’ rights in general, and (ii) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).
Appears in 1 contract
Sources: Merger Agreement (Lsi Corp)
Authority; Enforceability. (a) Washington Each of Parent and Merger Sub has all requisite limited liability company corporate or similar power and authority to execute and deliver enter into this Agreement and each other Transaction Document to which it is or will be a partyAgreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution board of directors (or equivalent governing body) of Parent has approved the execution, delivery and delivery by Washington of this Agreement and each other Transaction Document to which it is or will be a party, the performance prior to Closing by Washington of its obligations hereunder and thereunder, and the consummation by Washington of the transactions contemplated hereby and thereby (including the Washington Pre-Closing Reorganization), have been, or, with respect to such other Transaction Documents to be entered into as of the Closing, will be as of the Closing, duly and validly authorized by all requisite limited liability company action, subject only, with respect to the Washington Merger, to receipt of the Washington Equityholder Consent. Other than the Washington Equityholder Consent with respect to the Washington Merger, no other equityholder action of Washington, approval or vote is or shall be required to approve and adopt this Agreement, the Chicago Transaction Agreement or to consummate any of the transactions contemplated hereby or thereby, including the Washington Merger. Prior to the execution of this Agreement and the Chicago Transaction Agreementconsummation of the transactions contemplated hereby, including the Merger and the Equity Financing, and the board of managers directors of Washington, by resolution, Merger Sub has unanimously (i) determined that it is in the best interests of Merger Sub and its sole shareholder, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and authorized performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, and (iii) resolved to recommend that the sole shareholder of Merger Sub adopt this Agreement and directed that such matter be submitted for consideration of the sole shareholder of Merger Sub.
(b) Except for the adoption of this Agreement by ▇▇▇▇▇▇, as the sole shareholder of Merger Sub (which such adoption will occur immediately following the execution of this Agreement) and the filing of the Certificate of Merger with the Department of State of the State of New York, no other corporate or similar proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement and the Chicago Transaction Agreement, (ii) approved the consummation of the Merger and the other transactions contemplated hereby and thereby, including the Washington Merger, (iii) determined that the execution and delivery of this Agreement and the Chicago Transaction Agreement and the consummation hereby. No vote of the transactions contemplated hereby and thereby are advisable, (iv) recommended that the requisite equityholders of Washington approve and adopt this Agreement and Parent or the holders of any other securities of Parent (equity or otherwise) is required by any applicable Law, the certificate of incorporation or bylaws or other equivalent organizational documents of Parent or the applicable rules of any exchange on which securities of Parent are traded, in order for Parent to consummate the transactions contemplated hereby, including the Washington Merger, and (v) directed that this Agreement and the Washington Merger be submitted to the requisite equityholders of Washington for their approval and adoption in accordance with the DLLCA. No “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” Law is applicable to this Agreement or the transactions contemplated hereby, including the Washington Merger.
(b) Washington has all requisite limited liability company power and authority to carry on its business as it pertains to the Washington Business as currently conducted and to own, lease and operate its properties and assets, except where the failure to have such power and authority would not be, individually or in the aggregate, material to Washington and its Subsidiaries, taken as a whole.
(c) This Agreement has been duly and validly executed and delivered by Washington ▇▇▇▇▇▇ and Merger Sub and, assuming this Agreement has been duly executed and delivered by constitutes the other Parties, constitutes a valid and binding obligation of Washington, and each other Transaction Document (to which Washington is or will be party) has been, or will be as agreement of the ClosingCompany, duly executed and delivered by Washington and, assuming such Transaction Document has been duly executed and delivered by each other party thereto, this Agreement constitutes or will constitute a the valid and binding obligation agreement of WashingtonParent and Merger Sub, in each case enforceable against Washington each of Parent and Merger Sub in accordance with its terms, except as enforcement may be limited by subject to the Enforceability Exceptions.
Appears in 1 contract
Sources: Merger Agreement (Enzo Biochem Inc)
Authority; Enforceability. (a) Washington Each of Parent and Merger Sub has all requisite limited liability company corporate or similar power and authority to execute and deliver enter into this Agreement and each other Transaction Document to which it is or will be a partyAgreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution board of directors (or equivalent governing body) of Parent has approved the execution, delivery and delivery by Washington of this Agreement and each other Transaction Document to which it is or will be a party, the performance prior to Closing by Washington of its obligations hereunder and thereunder, and the consummation by Washington of the transactions contemplated hereby and thereby (including the Washington Pre-Closing Reorganization), have been, or, with respect to such other Transaction Documents to be entered into as of the Closing, will be as of the Closing, duly and validly authorized by all requisite limited liability company action, subject only, with respect to the Washington Merger, to receipt of the Washington Equityholder Consent. Other than the Washington Equityholder Consent with respect to the Washington Merger, no other equityholder action of Washington, approval or vote is or shall be required to approve and adopt this Agreement, the Chicago Transaction Agreement or to consummate any of the transactions contemplated hereby or thereby, including the Washington Merger. Prior to the execution of this Agreement and the Chicago Transaction Agreementconsummation of the transactions contemplated hereby, including the Merger, and the board of managers directors of Washington, by resolution, Merger Sub has unanimously (i) determined that it is in the best interests of Merger Sub and its sole stockholder, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and authorized performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, and (iii) resolved to recommend that the sole stockholder of Merger Sub adopt this Agreement and directed that such matter be submitted for consideration of the sole stockholder of Merger Sub.
(b) Except for the adoption of this Agreement by P▇▇▇▇▇, as the sole stockholder of Merger Sub (which such adoption shall occur immediately following the execution of this Agreement) and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate or similar proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement and the Chicago Transaction Agreement, (ii) approved the consummation of the transactions contemplated hereby and thereby, including the Washington Merger, (iii) determined that the execution and delivery of this Agreement and the Chicago Transaction Agreement and the consummation hereby. No vote of the transactions contemplated hereby and thereby are advisable, (iv) recommended that the requisite equityholders of Washington approve and adopt this Agreement and Parent or the holders of any other securities of Parent (equity or otherwise) is required by any applicable Law, the certificate of incorporation or bylaws or other equivalent organizational documents of Parent or the applicable rules of any exchange on which securities of Parent are traded, in order for Parent to consummate the transactions contemplated hereby, including the Washington Merger, and (v) directed that this Agreement and the Washington Merger be submitted to the requisite equityholders of Washington for their approval and adoption in accordance with the DLLCA. No “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” Law is applicable to this Agreement or the transactions contemplated hereby, including the Washington Merger.
(b) Washington has all requisite limited liability company power and authority to carry on its business as it pertains to the Washington Business as currently conducted and to own, lease and operate its properties and assets, except where the failure to have such power and authority would not be, individually or in the aggregate, material to Washington and its Subsidiaries, taken as a whole.
(c) This Agreement has been duly and validly executed and delivered by Washington P▇▇▇▇▇ and Merger Sub and, assuming this Agreement has been duly executed and delivered by constitutes the other Parties, constitutes a valid and binding obligation of Washington, and each other Transaction Document (to which Washington is or will be party) has been, or will be as agreement of the ClosingCompany, duly executed and delivered by Washington and, assuming such Transaction Document has been duly executed and delivered by each other party thereto, this Agreement constitutes or will constitute a the valid and binding obligation agreement of WashingtonParent and Merger Sub, in each case enforceable against Washington each of Parent and Merger Sub in accordance with its terms, except as enforcement may be limited by subject to the Enforceability Exceptions.
Appears in 1 contract
Sources: Merger Agreement (UserTesting, Inc.)
Authority; Enforceability. (a) Washington The Company has all requisite limited liability company necessary corporate power and authority to execute and deliver this Agreement and each other Transaction Document to which it is or will be a partyAgreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Washington of this Agreement and each other Transaction Document to which it is or will be a party, the performance prior to Closing by Washington of its obligations hereunder and thereunderhereunder, and the consummation by Washington of the transactions contemplated hereby and thereby (including the Washington Pre-Closing Reorganization), have been, or, with respect to such other Transaction Documents to be entered into as of the Closing, will be as of the Closing, duly and validly authorized by all requisite limited liability company action, subject only, with respect to the Washington Merger, to receipt of the Washington Equityholder Consent. Other than the Washington Equityholder Consent with respect to the Washington MergerCompany Shareholder Approval, no other equityholder action of Washington, approval or vote is or shall be required to approve and adopt this Agreement, the Chicago Transaction Agreement or to consummate any of the transactions Transactions contemplated hereby or thereby, including the Washington Mergerhereby. Prior to the execution of this Agreement and the Chicago Transaction Agreement, the board of managers of Washington, by resolution, has (i) approved and authorized the The execution and delivery of this Agreement by the Company have been duly authorized by all necessary corporate action and no other corporate proceedings on the Chicago Transaction Agreement, (ii) approved the consummation part of the transactions contemplated hereby and thereby, including the Washington Merger, (iii) determined that Company are necessary to authorize the execution and delivery by the Company of this Agreement Agreement. Other than the Company Shareholder Approval and the Chicago Transaction Agreement filing of the Merger Filings as required by the CGCL, the consummation by the Company of the Merger and the consummation other Transactions contemplated hereby have been duly authorized by all necessary corporate action and no other corporate proceedings on the part of the transactions contemplated hereby and thereby Company are advisable, (iv) recommended that necessary to authorize the requisite equityholders consummation by the Company of Washington approve and adopt this Agreement the Merger and the transactions other Transactions contemplated hereby, including the Washington Merger, and (v) directed that this Agreement and the Washington Merger be submitted to the requisite equityholders of Washington for their approval and adoption in accordance with the DLLCA. No “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” Law is applicable to this Agreement or the transactions contemplated hereby, including the Washington Merger.
(b) Washington has all requisite limited liability company power and authority to carry on its business as it pertains to the Washington Business as currently conducted and to own, lease and operate its properties and assets, except where the failure to have such power and authority would not be, individually or in the aggregate, material to Washington and its Subsidiaries, taken as a whole.
(c) This Agreement has been duly executed and delivered by Washington and, assuming this Agreement has been duly validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each other PartiesParties hereto, constitutes a constitute valid and binding obligation of Washington, and each other Transaction Document (to which Washington is or will be party) has been, or will be as obligations of the ClosingCompany, duly executed and delivered by Washington and, assuming such Transaction Document has been duly executed and delivered by each other party thereto, constitutes or will constitute a valid and binding obligation of Washington, in each case enforceable against Washington the Company in accordance with its terms, except as enforcement such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws in effect which affect the Enforceability Exceptionsenforcement of creditors’ rights generally and by general equitable principles.
(b) The Special Committee, at a meeting duly called and held, has by unanimous vote of all its members approved and declared this Agreement and the Transactions contemplated hereby advisable and has determined that the Merger and the other Transactions are fair to, and in the best interests of, the shareholders of the Company (other than the Rollover Shareholders). The Board of Directors of the Company, based on the unanimous recommendation of the Special Committee, has (i) determined that the Merger and the other Transactions, upon the terms and subject to the conditions set forth herein, are fair to, and in the best interests of, the shareholders of the Company (other than the Rollover Shareholders), (ii) approved and adopted this Agreement and the Transactions, and declared their advisability, (iii) recommended the adoption of this Agreement by the shareholders of the Company, subject to the terms and conditions set forth herein, and (iv) approved and adopted this Agreement, the Merger and the other Transactions contemplated hereby and thereby.
(c) Under applicable Law (including, without limitation, the CGCL) and the Company Articles of Incorporation, the only votes of the Company’s shareholders required to adopt and approve:
(i) this Agreement and the Merger are the (A) affirmative vote of a majority of the outstanding shares of Common Stock, voting as a separate class, and (B) affirmative vote of the holders of a majority of the voting power of the outstanding shares of Common Stock, Series D Preferred Stock and Series E Preferred Stock, voting together as a single class, with each share of Common Stock outstanding being entitled to one vote and each share of Series D Preferred Stock and Series E Preferred Stock being entitled to that number of votes determined in accordance with applicable Law and the Company Articles of Incorporation and By-laws (the “Vote of Outstanding Shares”); and
(ii) the Restated Articles are the (A) affirmative vote of a majority of the outstanding shares of Common Stock, voting as a separate class, (B) affirmative vote of a majority of the outstanding shares of Series D Preferred Stock, voting as a separate class, (C) affirmative vote of a majority of the outstanding shares of Series E Preferred Stock, voting as a separate class, and (D) Vote of Outstanding Shares. The votes of the Company’s shareholders described in (i) and (ii) of this Section 3.03(c) are hereinafter referred to collectively as the “Company Shareholder Approval.”
Appears in 1 contract
Authority; Enforceability. (a) Washington The Company has all requisite limited liability company necessary corporate power and authority to execute and deliver this Agreement, the Escrow Agreement and each certificate and other Transaction Document instrument required hereby to which it is or will be a party, executed and delivered by the Company pursuant hereto and to perform its obligations hereunder and thereunder and to consummate the Merger and the other transactions contemplated hereby and thereby. The execution execution, delivery and delivery performance by Washington the Company of this Agreement, the Escrow Agreement and each certificate and other Transaction Document instrument required to which it is or will be a party, executed and delivered by the performance prior to Closing by Washington of its obligations hereunder and thereunder, Company pursuant hereto and the consummation by Washington the Company of the Merger and the other transactions contemplated hereby and thereby (including the Washington Pre-Closing Reorganization), have been, or, with respect to such other Transaction Documents to be entered into as of the Closing, will be as of the Closing, been duly and validly authorized by all requisite limited liability company action, subject only, with respect to necessary corporate action on the Washington Merger, to part of the Company except for the receipt of the Washington Equityholder ConsentStockholder Written Consents. Other than The Board of Directors of the Washington Equityholder Consent with respect Company has unanimously determined that it is fair to, advisable and in the best interests of the Company Stockholders to enter into a business combination upon the terms and subject to the Washington Mergerconditions of this Agreement, no other equityholder action of Washington, approval or vote is or shall be required to approve and adopt has unanimously approved this Agreement, the Chicago Transaction Escrow Agreement the Merger and the other transactions contemplated hereby and thereby and has unanimously resolved to recommend that the Company Stockholders adopt this Agreement and approve the Merger and the other transactions contemplated hereby and, other than obtaining the Requisite Stockholder Approval, no other corporate proceedings on the part of the Company are necessary to authorize this Agreement, the Escrow Agreement or any certificate or other instrument required to be executed and delivered by the Company pursuant hereto or to consummate the Merger or any of the other transactions contemplated hereby or thereby. None of such actions by the Board of Directors of the Company have been amended, including the Washington Mergerrescinded or modified. Prior to the execution of this Agreement and the Chicago Transaction This Agreement, the board of managers of Washington, by resolution, has (i) approved and authorized the execution and delivery of this Escrow Agreement and the Chicago Transaction Agreement, (ii) approved the consummation of the transactions contemplated hereby each certificate and thereby, including the Washington Merger, (iii) determined that the execution and delivery of this Agreement and the Chicago Transaction Agreement and the consummation of the transactions contemplated hereby and thereby are advisable, (iv) recommended that the requisite equityholders of Washington approve and adopt this Agreement and the transactions contemplated hereby, including the Washington Merger, and (v) directed that this Agreement and the Washington Merger other instrument required to be submitted to the requisite equityholders of Washington for their approval and adoption in accordance with the DLLCA. No “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” Law is applicable to this Agreement or the transactions contemplated hereby, including the Washington Merger.
(b) Washington has all requisite limited liability company power and authority to carry on its business as it pertains to the Washington Business as currently conducted and to own, lease and operate its properties and assets, except where the failure to have such power and authority would not be, individually or in the aggregate, material to Washington and its Subsidiaries, taken as a whole.
(c) This Agreement has been duly executed and delivered by Washington and, assuming this Agreement has been duly executed and delivered by the other PartiesCompany pursuant hereto has been (or will be) duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent, Merger Sub and the Representative, constitutes (or will constitute) a legal, valid and binding obligation of Washingtonthe Company, and each other Transaction Document (to which Washington is or will be party) has been, or will be as of the Closing, duly executed and delivered by Washington and, assuming such Transaction Document has been duly executed and delivered by each other party thereto, constitutes or will constitute a valid and binding obligation of Washington, in each case enforceable against Washington the Company in accordance with its terms, except subject to bankruptcy, insolvency, reorganization or similar laws of general application affecting the rights and remedies of creditors, and to general equity principles.
(b) The Merger Consideration into which each share of Company Capital Stock will be converted in the Merger, if any, conforms to the Company Organizational Documents and no Company Stockholder shall be entitled to receive any different or additional amount in the Merger with respect to shares of Company Capital Stock held by such Company Stockholder.
(c) Schedule 3.2(c) of the Disclosure Schedule specifies the vote of the holders of any of Company Capital Stock necessary to adopt this Agreement and approve the Merger and the other transactions contemplated hereby under applicable Law, the Company Organizational Documents or any Contract to which the Company is a party or is otherwise bound (the “Requisite Stockholder Approval”). The Company has notified (or will notify following the date hereof and prior to the Effective Time) the holders of Company Capital Stock of the transactions contemplated hereby as enforcement may be limited and to the extent required by the Enforceability Exceptionsterms and conditions of the Company Organizational Documents and Delaware Law and as contemplated herein. The information furnished on or in any document mailed, delivered or otherwise furnished to the Company Stockholders in connection with the solicitation of their consent to, and adoption of, this Agreement and the Merger did not contain, and will not contain, at or prior to the Effective Time, any untrue statement of a material fact and will not omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which made not misleading.
Appears in 1 contract
Authority; Enforceability. (a) Washington has all requisite limited liability company power and authority to execute and deliver this Agreement and each other Transaction Document to which it is or will be a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Washington of this Agreement and each other Transaction Document to which it is or will be a party, the performance prior to Closing by Washington of its obligations hereunder and thereunder, and the consummation by Washington of the transactions contemplated hereby and thereby (including the Washington Pre-Closing Reorganization), have been, or, with respect to such other Transaction Documents to be entered into as of the Closing, will be as of the Closing, duly and validly authorized by all requisite limited liability company action, subject only, with respect to the Washington Merger, to receipt of the Washington Equityholder Consent. Other than the Washington Equityholder Consent with respect to the Washington Merger, no other equityholder action of Washington, approval or vote is or shall be required to approve and adopt this Agreement, the Chicago Florida Transaction Agreement or to consummate any of the transactions contemplated hereby or thereby, including the Washington Merger. Prior to the execution of this Agreement and the Chicago Florida Transaction Agreement, the board of managers of Washington, by resolution, has (i) approved and authorized the execution and delivery of this Agreement and the Chicago Florida Transaction Agreement, (ii) approved the consummation of the transactions contemplated hereby and thereby, including the Washington Merger, (iii) determined that the execution and delivery of this Agreement and the Chicago Florida Transaction Agreement and the consummation of the transactions contemplated hereby and thereby are advisable, (iv) recommended that the requisite equityholders of Washington approve and adopt this Agreement and the transactions contemplated hereby, including the Washington Merger, and (v) directed that this Agreement and the Washington Merger be submitted to the requisite equityholders of Washington for their approval and adoption in accordance with the DLLCA. No “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” Law is applicable to this Agreement or the transactions contemplated hereby, including the Washington Merger.
(b) Washington has all requisite limited liability company power and authority to carry on its business as it pertains to the Washington Business as currently conducted and to own, lease and operate its properties and assets, except where the failure to have such power and authority would not be, individually or in the aggregate, material to Washington and its Subsidiaries, taken as a whole.
(c) This Agreement has been duly executed and delivered by Washington and, assuming this Agreement has been duly executed and delivered by the other Parties, constitutes a valid and binding obligation of Washington, and each other Transaction Document (to which Washington is or will be party) has been, or will be as of the Closing, duly executed and delivered by Washington and, assuming such Transaction Document has been duly executed and delivered by each other party thereto, constitutes or will constitute a valid and binding obligation of Washington, in each case enforceable against Washington in accordance with its terms, except as enforcement may be limited by the Enforceability Exceptions.
Appears in 1 contract
Authority; Enforceability. (ai) Washington If the Rollover Investor is not a natural person, the Rollover Investor is duly organized, validly existing and in good standing (where applicable) under the laws of the jurisdiction in which it is incorporated, organized or constituted; (ii) the Rollover Investor has the legal capacity (if a natural person) and has all requisite limited liability company power and authority to execute and deliver this Agreement and each other Transaction Document to which it is or will be a party, to perform its its, his or her obligations hereunder and thereunder and to consummate the transactions contemplated hereby hereby; (iii) if the Rollover Investor is not a natural person, the execution, delivery and thereby. The execution and delivery performance by Washington the Rollover Investor of this Agreement and each other Transaction Document to which it is or will be a party, the performance prior to Closing by Washington of its obligations hereunder and thereunderAgreement, and the consummation by Washington of the transactions contemplated hereby and thereby (including the Washington Pre-Closing Reorganization)hereby, have been, or, with respect to such other Transaction Documents to be entered into as of the Closing, will be as of the Closing, been duly and validly authorized by all requisite limited liability company action, subject only, with respect to the Washington Merger, to receipt necessary action of the Washington Equityholder Consent. Other than Rollover Investor; (iv) if the Washington Equityholder Consent with respect to Rollover Investor is a trust, Rollover Investor has been duly created and is validly existing and being administered under the Washington Merger, no other equityholder action of Washington, approval or vote is or shall be required to approve and adopt this Agreement, the Chicago Transaction Agreement or to consummate any laws of the transactions contemplated hereby jurisdictions in the which the trustees thereof are resident and the trust is sitused, and the person executing this Agreement in his or thereby, including her capacity as trustee of the Washington Merger. Prior Rollover Investor has been duly appointed and is validity acting as such trustee with all trust power and authority to the execution of execute and deliver this Agreement and the Chicago Transaction AgreementTopco LPA; and (v) this Agreement constitutes (and, when executed and delivered by the Rollover Investor, each of such other agreements or instruments will constitute), assuming the due authorization, execution and delivery hereof by Topco, the board legal, valid and binding obligation of managers the Rollover Investor, enforceable against it in accordance with their respective terms, except as such enforceability may be subject to the effects of Washingtonbankruptcy, by resolutioninsolvency, has (i) approved reorganization, moratorium or other similar Laws relating to or affecting the rights of creditors, and authorized general principles of equity regardless of whether such enforceability is considered in a proceeding in equity or at law. There are no consents of any other person that have not already been obtained and are required in connection with the execution and delivery of this Agreement or the Topco LPA, and the Chicago Transaction Agreement, (ii) approved the consummation of the transactions contemplated hereby and thereby, including the Washington Merger, (iii) determined that the execution and delivery of this Agreement and the Chicago Transaction Agreement and the consummation of the transactions contemplated hereby and thereby are advisable, (iv) recommended that the requisite equityholders of Washington approve and adopt this Agreement and the transactions contemplated hereby, including the Washington Merger, and (v) directed that this Agreement and the Washington Merger be submitted to the requisite equityholders of Washington for their approval and adoption in accordance with the DLLCA. No “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” Law is applicable to this Agreement or the transactions contemplated hereby, including the Washington Merger.
(b) Washington has all requisite limited liability company power and authority to carry on its business as it pertains to the Washington Business as currently conducted and to own, lease and operate its properties and assets, except where the failure to have such power and authority would not be, individually or in the aggregate, material to Washington and its Subsidiaries, taken as a whole.
(c) This Agreement has been duly executed and delivered by Washington and, assuming this Agreement has been duly executed and delivered by the other Parties, constitutes a valid and binding obligation of Washington, and each other Transaction Document (to which Washington is or will be party) has been, or will be as of the Closing, duly executed and delivered by Washington and, assuming such Transaction Document has been duly executed and delivered by each other party thereto, constitutes or will constitute a valid and binding obligation of Washington, in each case enforceable against Washington in accordance with its terms, except as enforcement may be limited by the Enforceability Exceptions.
Appears in 1 contract
Authority; Enforceability. (a) Washington The Company has all requisite limited liability company corporate power and authority to execute and deliver this Agreement and each of the other Transaction Document Documents to which it is or will be a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Washington the Company of this Agreement and each any other Transaction Document to which it is a party, the performance by the Company of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby (including the Merger) have been duly authorized by all requisite action on the part of the Company Board, which has: (a) approved the Merger in accordance with the TBOC, (b) determined that the Merger is in the best interests of the shareholders of the Company and (c) recommended approval and adoption of this Agreement and the Transaction Documents to which the Company will be a party and the consummation of the transactions contemplated hereby and thereby (including the Merger) by the shareholders of the Company (the “Board Approval”). Other than the affirmative vote at a validly held shareholder meeting at which a quorum is present of, or the consent in lieu of shareholder meeting of the holders pursuant to Section 6.202 of the TBOC executed by a majority of the outstanding Company Common Stock in favor of adoption of this Agreement and the transactions contemplated hereby (including the Merger) (the “Shareholder Approval”) and the approval of the Purchasers under the Note and Warrant Purchase Agreement dated as of November 1, 2013 among the Company and the Purchasers set forth therein (which approval of such Purchasers has been received as of the date hereof), no vote or consent of the shareholders of the Company or any of the other Equityholders is required by applicable Law (including the TBOC), the certificate of formation or the bylaws of the Company or any Contract to which the Company is a party in order for the Company to perform its obligations hereunder and under any other Transaction Document to which it is or will be a party and to consummate the transactions contemplated hereby and thereby (including the Merger). Other than the Board Approval and the Shareholder Approval, no corporate action or approval by the Company or its Equityholders is necessary for the execution and delivery by the Company of this Agreement and the other Transaction Documents to which the Company is or will be a party, the performance prior to Closing by Washington of its obligations hereunder and thereunder, and thereunder or the consummation by Washington the Company of the transactions contemplated hereby and thereby (including the Washington Pre-Closing ReorganizationMerger), have been, or, with respect to such . This Agreement has been and each of the other Transaction Documents to be entered into as of which the ClosingCompany, Shareholder Representative or any Equityholder is a party has been, or will be as of when executed and delivered in accordance with the Closingterms and conditions hereof, duly and validly authorized by all requisite limited liability company action, subject only, with respect to the Washington Merger, to receipt of the Washington Equityholder Consent. Other than the Washington Equityholder Consent with respect to the Washington Merger, no other equityholder action of Washington, approval or vote is or shall be required to approve and adopt this Agreement, the Chicago Transaction Agreement or to consummate any of the transactions contemplated hereby or thereby, including the Washington Merger. Prior to the execution of this Agreement and the Chicago Transaction Agreement, the board of managers of Washington, by resolution, has (i) approved and authorized the execution and delivery of this Agreement and the Chicago Transaction Agreement, (ii) approved the consummation of the transactions contemplated hereby and thereby, including the Washington Merger, (iii) determined that the execution and delivery of this Agreement and the Chicago Transaction Agreement and the consummation of the transactions contemplated hereby and thereby are advisable, (iv) recommended that the requisite equityholders of Washington approve and adopt this Agreement and the transactions contemplated hereby, including the Washington Merger, and (v) directed that this Agreement and the Washington Merger be submitted to the requisite equityholders of Washington for their approval and adoption in accordance with the DLLCA. No “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” Law is applicable to this Agreement or the transactions contemplated hereby, including the Washington Merger.
(b) Washington has all requisite limited liability company power and authority to carry on its business as it pertains to the Washington Business as currently conducted and to own, lease and operate its properties and assets, except where the failure to have such power and authority would not be, individually or in the aggregate, material to Washington and its Subsidiaries, taken as a whole.
(c) This Agreement has been duly executed and delivered by Washington and, assuming this Agreement has been duly executed and delivered by the other PartiesCompany and, constitutes a valid and binding obligation to the Knowledge of Washingtonthe Company, the Shareholder Representative or such Equityholder. This Agreement constitutes, and each other Transaction Document (to which Washington is constitutes or will be party) has beenwill, or will be as of the Closing, duly when executed and delivered by Washington andthe Company, Shareholder Representative or such Equityholder, constitute (in each case, assuming execution and delivery by Parent, Purchaser and Merger Sub of each such Transaction Document has been duly executed and delivered by each other party theretoto which Parent, constitutes Purchaser or will constitute Merger Sub is also a party) a legal, valid and binding obligation of Washingtonthe Company, in each case and, to the Knowledge of the Company, Shareholder Representative or such Equityholder, respectively, enforceable against Washington the Company, and, to the Knowledge of the Company, the Shareholder Representative or such Equityholder, respectively, in accordance with its terms, except as enforcement may be limited by for the Enforceability Equitable Exceptions.
Appears in 1 contract
Authority; Enforceability. (a) Washington Seller has all requisite limited liability company corporate power and authority to execute and deliver this Agreement and each other Transaction Document to which it is or will be a partyparty and, subject to the approval of the Transaction by holders of at least a majority of the outstanding shares of Seller Common Stock entitled to vote thereon (the “Seller Stockholder Approval”), to perform its obligations hereunder and thereunder and thereunder. Subject to consummate the transactions contemplated hereby and thereby. The receipt of the Seller Stockholder Approval, the execution and delivery by Washington Seller of this Agreement and each other such Transaction Document to which it is or will be a partyDocument, and the performance prior to Closing by Washington Seller of its obligations hereunder and thereunder, and the consummation by Washington of the transactions contemplated hereby and thereby (including the Washington Pre-Closing Reorganization), have been, or, with respect to such other Transaction Documents to be entered into as of the Closing, or will be have been as of the Closing, duly and validly authorized by all requisite limited liability company corporate action. Each other Seller Entity has, or in respect of any Transaction Documents or other deliverables to be executed or delivered after the date hereof by any Seller Entity, will have as of the Closing, all requisite corporate or other similar applicable power and authority to execute and deliver each Transaction Document to which it will be a party and to perform its obligations thereunder. The execution and delivery by each other Seller Entity of each Transaction Document to which it will be a party, if applicable, and, subject only, with respect to the Washington Merger, to receipt of the Washington Equityholder Consent. Other than the Washington Equityholder Consent with respect to the Washington Merger, no other equityholder action of Washington, approval or vote is or shall be required to approve and adopt this AgreementSeller Stockholder Approval, the Chicago Transaction Agreement performance by it of its obligations thereunder, have been, or to consummate any will have been as of the transactions contemplated hereby Closing, duly authorized by all requisite corporate or thereby, including the Washington Merger. Prior to the execution of this Agreement and the Chicago Transaction Agreement, the board of managers of Washington, by resolution, other similar applicable action.
(b) The Seller Board has (i) approved determined that the transactions contemplated by this Agreement, including the Transaction, are fair to and authorized in the execution best interests of Seller and delivery of this Agreement and the Chicago Transaction Agreementits stockholders, (ii) approved the consummation of the transactions contemplated hereby execution, delivery and thereby, including the Washington Merger, (iii) determined that the execution and delivery performance of this Agreement and the Chicago Transaction Agreement and the consummation of the transactions contemplated hereby and thereby are advisable, (iv) recommended that the requisite equityholders of Washington approve and adopt this Agreement and the transactions contemplated hereby, including the Washington MergerTransaction, (iii) resolved to recommend that the holders of Seller Common Stock approve the sale of the Purchased Assets as contemplated by this Agreement (the “Seller Recommendation”) and (viv) directed that this Agreement and the Washington Merger approval of the Transaction be submitted to the requisite equityholders of Washington for their approval and adoption in accordance with the DLLCA. No “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” Law is applicable to this Agreement or the transactions contemplated hereby, including the Washington Merger.
(b) Washington has all requisite limited liability company power and authority to carry on its business as it pertains to the Washington Business as currently conducted and to own, lease and operate its properties and assets, except where the failure to have such power and authority would not be, individually or in the aggregate, material to Washington and its Subsidiaries, taken as consideration by Seller’s stockholders at a wholemeeting thereof.
(c) This Agreement has been duly executed and delivered by Washington Seller and, assuming this Agreement has been duly executed and delivered by the other PartiesPurchaser, constitutes a valid and binding obligation of WashingtonSeller, and each other Transaction Document (to which Washington is or will be party) has been, or will be as of the Closing, Closing duly executed and delivered by Washington andeach Seller Entity that will be a party thereto and will, assuming such Transaction Document has been duly executed and delivered by Purchaser and each other Affiliate of Purchaser party thereto, constitutes or will constitute a valid and binding obligation of Washingtonsuch Seller Entity, in each case enforceable against Washington such Seller Entity in accordance with its terms, except as enforcement may be limited by the Enforceability Exceptionsbankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a Proceeding in equity or law).
Appears in 1 contract
Sources: Purchase and Sale Agreement (Agios Pharmaceuticals, Inc.)
Authority; Enforceability. (a) Washington has all requisite limited liability company power The execution, delivery and authority to execute performance by ▇▇▇▇▇, Cayman Merger Sub and deliver this Agreement and each other Transaction Document to which it is or will be a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Washington US Merger Sub of this Agreement and each other Transaction Document to which it is or will be a partyand, as applicable, the performance prior to Closing by Washington of its obligations hereunder and thereunderShareholder Agreement, and the consummation by Washington of the transactions contemplated hereby and thereby (including the Washington Pre-Closing Reorganization), Transactions have been, or, with respect to such other Transaction Documents to be entered into as of the Closing, will be as of the Closing, been duly and validly authorized by all requisite limited liability company actioncorporate or other legal action of Buyer, subject onlyCayman Merger Sub and US Merger Sub, with respect to the Washington Merger, to receipt of the Washington Equityholder Consent. Other than the Washington Equityholder Consent with respect to the Washington Merger, and no other equityholder action or proceedings on the part of WashingtonBuyer, approval Cayman Merger Sub or vote is or shall be required US Merger Sub are necessary to approve authorize the execution, delivery and adopt this Agreement, the Chicago Transaction Agreement or to consummate any of the transactions contemplated hereby or thereby, including the Washington Merger. Prior to the execution performance of this Agreement and the Chicago Transaction Agreementand, as applicable, the board Shareholder Agreement or the consummation of managers the Transactions on behalf of Washington▇▇▇▇▇, Cayman Merger Sub and US Merger Sub. This Agreement and, as applicable the Shareholder Agreement have been duly and validly executed and delivered by resolutionBuyer, has (i) approved and authorized Cayman Merger Sub or US Merger Sub and, assuming the due authorization, execution and delivery of this Agreement and the Chicago Transaction Agreement, (ii) approved the consummation of the transactions contemplated hereby and thereby, including the Washington Merger, (iii) determined that the execution and delivery of this Agreement and the Chicago Transaction Agreement and the consummation of the transactions contemplated hereby and thereby are advisable, (iv) recommended that the requisite equityholders of Washington approve and adopt this Agreement and the transactions contemplated hereby, including the Washington Merger, and (v) directed that this Agreement and the Washington Merger be submitted to the requisite equityholders of Washington for their approval and adoption in accordance with the DLLCA. No “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” Law is applicable to this Agreement or the transactions contemplated hereby, including the Washington Merger.
(b) Washington has all requisite limited liability company power and authority to carry on its business as it pertains to the Washington Business as currently conducted and to own, lease and operate its properties and assets, except where the failure to have such power and authority would not be, individually or in the aggregate, material to Washington and its Subsidiaries, taken as a whole.
(c) This Agreement has been duly executed and delivered by Washington and, assuming this as applicable, the Shareholder Agreement has been duly executed by Seller, Orbit I, Orbit II, Cayman Target Company and delivered by the other PartiesUS Target Company, constitutes each, as applicable, constitute a legal, valid and binding obligation of WashingtonBuyer, and each other Transaction Document (to which Washington is Cayman Merger Sub or will be party) has beenUS Merger Sub, or will be as of the Closing, duly executed and delivered by Washington and, assuming such Transaction Document has been duly executed and delivered by each other party thereto, constitutes or will constitute a valid and binding obligation of Washington, in each case enforceable against Washington Buyer, Cayman Merger Sub or US Merger Sub in accordance with its terms, except as enforcement the enforceability hereof may be limited by the Enforceability Exceptions. The board of directors of Cayman Merger Sub has approved this Agreement, the Cayman Plan of Merger and the Transactions in accordance with Section 233(3) of the CICA. ▇▇▇▇▇, as the sole shareholder of Cayman Merger Sub, has authorized this Agreement, the Cayman Plan of Merger and the Transactions by special resolution passed as a written consent in accordance with Section 233(6) of the CICA and the memorandum and articles of association of Cayman Merger Sub. Cayman Merger Sub has no secured creditors, nor has Cayman Merger Sub granted any fixed or floating security interests that are outstanding as at the date of this Agreement. The board of directors of Buyer has unanimously (i) approved this Agreement, the Shareholder Agreement, the Cayman Plan of Merger and the Transactions, including all issuances of Buyer Ordinary Shares contemplated by this Agreement, and (ii) determined that this Agreement, the Shareholder Agreement, the Cayman Plan of Merger and the Transactions, including such issuances of Buyer Ordinary Shares, are advisable and fair to, and in the best interests of, Buyer and its shareholders.
Appears in 1 contract
Sources: Merger Agreement (Bullish)
Authority; Enforceability. (a) Washington Each of Parent and Merger Sub has all the requisite limited liability company corporate power and authority to execute and deliver enter into this Merger Agreement and each the other Transaction Document Documents to which it is, or is or will be specified to be, a party, to and perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, including the Merger. The execution and delivery by Washington of this Merger Agreement and each the other Transaction Document Documents to which it Parent or Merger Sub is, or is or will be specified to be, a party, and the performance prior to Closing by Washington Parent and Merger Sub of its obligations hereunder and thereunder has been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, as applicable, and, except for the filing and recordation of the Certificate of Merger with the Secretary of State of Delaware, no other corporate action on the part of Parent or Merger Sub is necessary to authorize the execution and delivery of this Merger Agreement and the other Transaction Documents to which it is, or is specified to be, a party or to perform its obligations hereunder and thereunder. This Merger Agreement has been duly executed and delivered by Parent and Merger Sub and (assuming due authorization, execution and delivery of this Merger Agreement by each of the other parties hereto) constitutes, and the consummation other Transaction Documents to which Parent or Merger Sub is, or is specified to be a party, when executed and delivered (assuming in each case due authorization, execution and delivery by Washington each of the other parties hereto) will constitute, a valid and binding obligation of Parent or Merger Sub enforceable against it in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors’ rights generally and subject to general principles of equity (whether considered in a proceeding at law or in equity).
(b) The Board of Directors of Parent, has (i) determined that this Merger Agreement and the other Transaction Documents to which Parent is, or is specified to be, a party, and the transactions contemplated hereby and thereby (including the Merger) are advisable and in the best interests of Parent and Parent’s stockholders and (ii) approved and adopted this Merger Agreement and the other Transaction Documents and approved the transactions contemplated hereby and thereby (including the Merger). Parent, in its capacity as the sole stockholder of Merger Sub, has consented in writing to the approval and adoption of this Merger Agreement and the other Transaction Documents and the approval of the transactions contemplated hereby and thereby (including the Washington Pre-Closing ReorganizationMerger), have been, or, with respect . No vote or consent of Parent’s stockholders and no other vote or consent of Merger Sub’s sole stockholder is required to such approve this Merger Agreement or the other Transaction Documents to be entered into as of the Closingwhich Parent is, will be as of the Closingor is specified to be, duly and validly authorized by all requisite limited liability company action, subject only, with respect to the Washington Merger, to receipt of the Washington Equityholder Consent. Other than the Washington Equityholder Consent with respect to the Washington Merger, no other equityholder action of Washington, approval or vote is or shall be required to approve and adopt this Agreement, the Chicago Transaction Agreement a party or to consummate any of the transactions contemplated hereby or thereby, including the Washington Merger. Prior to the execution of this Agreement and the Chicago Transaction Agreement, the board of managers of Washington, by resolution, has (i) approved and authorized the execution and delivery of this Agreement and the Chicago Transaction Agreement, (ii) approved the consummation of the transactions contemplated hereby and thereby, including the Washington Merger, (iii) determined that the execution and delivery of this Agreement and the Chicago Transaction Agreement and the consummation of the transactions contemplated hereby and thereby are advisable, (iv) recommended that the requisite equityholders of Washington approve and adopt this Agreement and the transactions contemplated hereby, including the Washington Merger, and (v) directed that this Agreement and the Washington Merger be submitted to the requisite equityholders of Washington for their approval and adoption in accordance with the DLLCA. No “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” Law is applicable to this Agreement or the transactions contemplated hereby, including the Washington Merger.
(b) Washington has all requisite limited liability company power and authority to carry on its business as it pertains to the Washington Business as currently conducted and to own, lease and operate its properties and assets, except where the failure to have such power and authority would not be, individually or in the aggregate, material to Washington and its Subsidiaries, taken as a whole.
(c) This Agreement has been duly executed and delivered by Washington and, assuming this Agreement has been duly executed and delivered by the other Parties, constitutes a valid and binding obligation of Washington, and each other Transaction Document (to which Washington is or will be party) has been, or will be as of the Closing, duly executed and delivered by Washington and, assuming such Transaction Document has been duly executed and delivered by each other party thereto, constitutes or will constitute a valid and binding obligation of Washington, in each case enforceable against Washington in accordance with its terms, except as enforcement may be limited by the Enforceability Exceptions.
Appears in 1 contract
Sources: Merger Agreement (Viasat Inc)
Authority; Enforceability. (a) Washington Forest has all the requisite limited liability company corporate power and authority to execute and deliver this Agreement and each the other Transaction Document Agreements to which it is or will be a partyparty and, subject to perform its obligations hereunder and thereunder and receipt of the Forest Stockholder Approval, to consummate the transactions contemplated hereby by this Agreement and therebythe other Transaction Agreements to which it is a party. The execution and delivery by Washington Forest of this Agreement and each the other Transaction Document Agreements to which it is or will be a party, the performance prior to Closing by Washington of its obligations hereunder and thereunder, party and the consummation by Washington Forest of the transactions contemplated hereby by this Agreement and thereby (including the Washington Pre-Closing Reorganization), other Transaction Agreements to which it is a party have been, or, with respect to such other in the case of Transaction Documents Agreements to be entered into as of delivered after the ClosingOriginal Execution Date, will be as of the Closingbe, duly and validly authorized by all requisite limited liability company actionForest, subject onlyand, with respect to except for the Washington Merger, to receipt of the Washington Equityholder Consent. Other than the Washington Equityholder Consent with respect to the Washington MergerForest Stockholder Approval, no other equityholder action corporate proceedings on the part of Washington, approval or vote Forest is or shall be required necessary to approve and adopt this Agreement, the Chicago Transaction Agreement or to consummate any of the transactions contemplated hereby or thereby, including the Washington Merger. Prior to the execution of authorize this Agreement and the Chicago other Transaction Agreement, Agreements to which it is a party or to consummate the board of managers of Washington, transactions contemplated by resolution, this Agreement and the other Transaction Agreements to which it is a party. The Forest Board has unanimously (i) approved and authorized the execution and delivery of this Agreement and the Chicago Transaction Agreement, (ii) approved the consummation of the transactions contemplated hereby and thereby, including the Washington Merger, (iii) determined that the execution and delivery of this Agreement and the Chicago Transaction Agreement and the consummation of the transactions contemplated hereby and thereby are advisable, (iv) recommended that the requisite equityholders of Washington approve and adopt this Agreement and the transactions contemplated hereby, including the Washington Merger, and (vii) directed determined that this Agreement and the Washington Merger be submitted to the requisite equityholders of Washington for their approval and adoption in accordance with the DLLCA. No “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” Law is applicable to this Agreement or the transactions contemplated herebyhereby are fair to and in the best interests of Forest and its stockholders and (iii) resolved to recommend that the holders of Forest Common Stock vote to approve the issuance of the Sabine Contribution Consideration, including the Washington MergerAuthorized Share Amendment, and the Name Change Amendment.
(b) Washington has all requisite limited liability company power This Agreement and authority the other Transaction Agreements to carry on its business as it pertains to the Washington Business as currently conducted and to ownwhich Forest is a party have been, lease and operate its properties and assetsor, except where the failure to have such power and authority would not be, individually or in the aggregatecase of Transaction Agreements to be delivered after the Original Execution Date, material to Washington and its Subsidiaries, taken as a whole.
(c) This Agreement has been duly executed and delivered by Washington and, assuming this Agreement has been duly executed and delivered by the other Parties, constitutes a valid and binding obligation of Washington, and each other Transaction Document (to which Washington is or will be party) has been, or will be as of the Closingbe, duly executed and delivered by Washington Forest, and, assuming such the due authorization, execution and delivery by the Sabine Parties, this Agreement and the other Transaction Document has been duly executed and delivered by each other Agreements to which Forest is a party thereto, constitutes or will thereto constitute a the valid and binding obligation agreement of WashingtonForest, in each case enforceable against Washington Forest in accordance with its terms, except as enforcement such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to legal principles of general applicability governing the Enforceability Exceptionsavailability of equitable remedies, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether such enforceability is considered in a proceeding in equity or at law) (collectively, “Creditors’ Rights”).
(c) The representations and warranties set forth in this Section 3.2 shall apply mutatis mutandis with respect to both the Original Agreement and this Agreement, and, with respect to the Original Agreement, shall be made as of the Original Execution Date and, with respect to this Agreement, shall be made as of the Amended Execution Date; provided, however, that the representations and warranties set forth in this Section 3.2 are not “made as of a specific date” for purposes of Section 7.2(a).
Appears in 1 contract
Authority; Enforceability. (a) Washington The Company has all the requisite limited liability company corporate power and authority to execute and deliver enter into this Agreement and each other Transaction Document and, subject to which it is or will be a partyreceipt of the Company Shareholder Approval, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery by Washington of this Agreement and each other Transaction Document to which it is or will be Company Board at a party, the performance prior to Closing by Washington of its obligations hereunder and thereunder, and the consummation by Washington of the transactions contemplated hereby and thereby (including the Washington Pre-Closing Reorganization), have been, or, with respect to such other Transaction Documents to be entered into as of the Closing, will be as of the Closing, duly and validly authorized by all requisite limited liability company action, subject only, with respect to the Washington Merger, to receipt of the Washington Equityholder Consent. Other than the Washington Equityholder Consent with respect to the Washington Merger, no other equityholder action of Washington, approval or vote is or shall be required to approve and adopt this Agreement, the Chicago Transaction Agreement or to consummate any of the transactions contemplated hereby or thereby, including the Washington Merger. Prior to the execution of this Agreement and the Chicago Transaction Agreement, the board of managers of Washington, by resolution, held meeting has unanimously (i) approved and authorized determined that it is in the execution and delivery best interests of this Agreement the Company and the Chicago Transaction Company’s shareholders, and declared it advisable, to enter into this Agreement, (ii) approved the consummation of the transactions contemplated hereby execution, delivery and thereby, including the Washington Merger, (iii) determined that the execution and delivery performance of this Agreement and the Chicago Transaction Agreement and the consummation of the transactions contemplated hereby hereby, including the Merger, with the Company surviving the Merger as a wholly owned Subsidiary of Parent, in accordance with the NYBCL, (iii) resolved to recommend that the shareholders of the Company approve this Agreement (the “Company Recommendation”), and thereby are advisable, (iv) recommended directed that this Agreement be submitted to the requisite equityholders shareholders of Washington the Company at the Company Shareholder Meeting for their approval.
(b) The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock in favor of the approval of this Agreement (the “Company Shareholder Approval”) is the only vote of holders of securities of the Company that is required to approve and adopt this Agreement and consummate the transactions contemplated hereby, including the Washington Merger, and .
(vc) directed that this Agreement Except for the Company Shareholder Approval and the Washington filing of the Certificate of Merger be submitted to the requisite equityholders of Washington for their approval and adoption in accordance with the DLLCA. No “moratorium,” “control share,” “fair price,” “takeover” Department of State of the State of New York as required by the NYBCL, no other corporate action, proceedings, shareholder vote or “interested stockholder” Law similar action on the part of the Company is applicable necessary to authorize the execution and delivery of this Agreement or Agreement, the performance by the Company of its covenants and obligations hereunder and the consummation of the transactions contemplated hereby, including the Washington Merger.
(b) Washington has all requisite limited liability company power and authority to carry on its business as it pertains to the Washington Business as currently conducted and to own, lease and operate its properties and assets, except where the failure to have such power and authority would not be, individually or in the aggregate, material to Washington and its Subsidiaries, taken as a whole.
(cd) This Agreement has been duly and validly executed and delivered by Washington the Company and, assuming this Agreement has been duly executed and delivered by and constitutes the other Parties, constitutes a valid and binding obligation agreement of Washington, Parent and each other Transaction Document (to which Washington is or will be party) has been, or will be as of the Closing, duly executed and delivered by Washington and, assuming such Transaction Document has been duly executed and delivered by each other party theretoMerger Sub, constitutes or will constitute a the valid and binding obligation agreement of Washingtonthe Company, in each case enforceable against Washington the Company in accordance with its terms, except as that (i) such enforcement may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally, and (ii) equitable remedies 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 (collectively, the “Enforceability Exceptions”).
Appears in 1 contract
Sources: Merger Agreement (Enzo Biochem Inc)
Authority; Enforceability. (a) Washington The Company has all requisite limited liability company the full corporate power and authority to execute and deliver this Agreement and each the other Transaction Document Documents to which it is or will be a party, and, subject to receipt of the Company Written Consent, to perform its obligations hereunder under this Agreement and thereunder and the other Transaction Documents to consummate the transactions contemplated hereby and therebywhich it is a party. The execution and delivery by Washington of, and the performance of the Company’s obligations under, this Agreement and each other Transaction Document to which it is or will be a party, the performance prior to Closing by Washington of its obligations hereunder and thereunder, and the consummation by Washington of the transactions contemplated hereby and thereby (including the Washington Pre-Closing Reorganization), have been, or, with respect to such other Transaction Documents to be entered into as of which the Closing, will be as of the Closing, Company is a party have been duly and validly authorized by all requisite limited liability company actionthe Company’s board of directors and, subject only, with respect to the Washington Merger, to except for (i) receipt of the Washington Equityholder Consent. Other than Company Written Consent and (ii) the Washington Equityholder Consent filing of the First Certificate of Merger and the Second Certificate of Merger with respect to the Washington MergerDelaware Secretary of State, no other equityholder action of Washington, approval or vote is or shall be required to approve and adopt this Agreement, corporate proceedings on the Chicago Transaction Agreement or to consummate any part of the transactions contemplated hereby or thereby, including the Washington Merger. Prior Company are necessary to the execution of this Agreement and the Chicago Transaction Agreement, the board of managers of Washington, by resolution, has (i) approved and authorized the execution and delivery of this Agreement and the Chicago Transaction Agreement, (ii) approved authorize the consummation of the transactions contemplated hereby and therebyby this Agreement or the Transaction Documents to which it is a party. On or prior to the date hereof, including the Washington Merger, Company’s board of directors has unanimously (iiix) determined resolved that the execution and delivery of this Agreement and the Chicago Transaction Agreement Documents to which it is a party and the consummation of the First Merger and the other transactions contemplated hereby and thereby are advisablefair to and in the best interests of the Company and the Stockholders, (ivy) approved and declared advisable this Agreement, the Transaction Documents and the First Merger and the other transactions contemplated hereby and thereby on the terms and subject to the conditions set forth herein, in accordance with the requirements of the DGCL, and (z) has recommended that the requisite equityholders of Washington approve and Company’s Stockholders adopt this Agreement and approve the transactions contemplated herebyFirst Merger. Assuming the due authorization, including execution and delivery by the Washington Merger, and (v) directed that other Parties to this Agreement and the Washington Merger be submitted other Transaction Documents, this Agreement and the other Transaction Documents to which the requisite equityholders Company is a party, as the case may be, constitute the valid and binding obligations of Washington for their approval and adoption the Company, enforceable against the Company in accordance with each of their respective terms and conditions, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Legal Requirements relating to or affecting creditors’ rights generally or by equitable principles (regardless of whether enforcement is sought at law or in equity) (together, the DLLCA. No “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” Law is applicable to this Agreement or the transactions contemplated hereby, including the Washington MergerEnforceability Exceptions”).
(b) Washington has all requisite limited liability company power and authority The Company Written Consent is the only action of the Stockholders in their capacity as such required to carry on its business as it pertains to the Washington Business as currently conducted and to own, lease and operate its properties and assets, except where the failure to have such power and authority would not be, individually or in the aggregate, material to Washington and its Subsidiaries, taken as a whole.
approve (ci) This Agreement has been duly executed and delivered by Washington and, assuming this Agreement has been duly executed and delivered by the Transaction Documents to which the Company or its equityholders are a party, (ii) the First Merger Agreement and (iii) the other Parties, constitutes a valid transactions contemplated hereby and binding obligation of Washington, and each other Transaction Document (to which Washington is or will be party) has been, or will be as of the Closing, duly executed and delivered by Washington and, assuming such Transaction Document has been duly executed and delivered by each other party thereto, constitutes or will constitute a valid and binding obligation of Washington, in each case enforceable against Washington in accordance with its terms, except as enforcement may be limited by the Enforceability Exceptionsthereby.
Appears in 1 contract
Sources: Merger Agreement (AdaptHealth Corp.)
Authority; Enforceability. (a) Washington Seller has all requisite limited liability company corporate power and authority to execute and deliver this Agreement and each other Transaction Document to which it is or will be a party, party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebythereunder. The execution and delivery by Washington Seller of this Agreement and each other such Transaction Document to which it is or will be a partyDocument, and the performance prior to Closing by Washington Seller of its obligations hereunder and thereunder, and the consummation by Washington of the transactions contemplated hereby and thereby (including the Washington Pre-Closing Reorganization), have been, or, with respect to such other Transaction Documents to be entered into as of the Closing, or will be have been as of the Closing, duly and validly authorized by all requisite limited liability company actioncorporate action and resolution. Each Seller Entity has, subject only, with respect to the Washington Merger, to receipt or will have as of the Washington Equityholder ConsentClosing, all requisite corporate or other similar applicable power and authority to execute and deliver each Transaction Document to which it will be a party and to perform its obligations thereunder. Other than the Washington Equityholder Consent with respect to the Washington Merger, no other equityholder action of Washington, approval or vote is or shall be required to approve and adopt this Agreement, the Chicago Transaction Agreement or to consummate any of the transactions contemplated hereby or thereby, including the Washington Merger. Prior to the execution of this Agreement and the Chicago Transaction Agreement, the board of managers of Washington, by resolution, has (i) approved and authorized the The execution and delivery by each Seller Entity of this Agreement each Transaction Document to which it will be a party, if applicable, and the Chicago Transaction Agreementperformance by it of its obligations thereunder, (ii) approved the consummation have been, or will have been as of the transactions contemplated hereby and therebyClosing, including the Washington Merger, (iii) determined that the execution and delivery of this Agreement and the Chicago Transaction Agreement and the consummation of the transactions contemplated hereby and thereby are advisable, (iv) recommended that the duly authorized by all requisite equityholders of Washington approve and adopt this Agreement and the transactions contemplated hereby, including the Washington Merger, and (v) directed that this Agreement and the Washington Merger be submitted to the requisite equityholders of Washington for their approval and adoption in accordance with the DLLCA. No “moratorium,” “control share,” “fair price,” “takeover” corporate or “interested stockholder” Law is other similar applicable to this Agreement or the transactions contemplated hereby, including the Washington Mergeraction.
(b) Washington Each of Seller and the Seller Entities has all requisite limited liability company corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Washington Business as currently conducted and to own, lease and operate its properties and assetsassets related to the Business, except where the failure to have such power and authority would not bereasonably be expected, individually or in the aggregate, to be material to Washington the Business and its Subsidiariesthe Purchased Entities, taken as a whole.
(c) This Agreement has been duly executed and delivered by Washington Seller and, assuming this Agreement has been duly executed and delivered by the other PartiesPurchaser, constitutes a valid and binding obligation of WashingtonSeller, and each other Transaction Document (to which Washington is or will be party) has been, or will be as of the Closing, Closing duly executed and delivered by Washington andSeller or the applicable Seller Entity that will be a party thereto and will, assuming such Transaction Document has been duly executed and delivered by each other party theretoPurchaser, constitutes or will constitute a valid and binding obligation of WashingtonSeller or such Seller Entity, as applicable, in each case enforceable against Washington Seller or such Seller Entity, as applicable, in accordance with its terms, except as enforcement may be limited by the Enforceability Exceptionsbankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law).
Appears in 1 contract
Authority; Enforceability. (a) Washington has Parent and Merger Sub have all requisite limited liability company necessary corporate power and authority to execute and deliver this Agreement, the Escrow Agreement and each certificate and other Transaction Document instrument required to which it is or will be a party, executed and delivered by Parent and Merger Sub pursuant hereto and to perform its their obligations hereunder and thereunder and to consummate the Merger and the other transactions contemplated hereby and thereby. The execution execution, delivery and delivery performance by Washington Parent and Merger Sub of this Agreement, the Escrow Agreement and each certificate and other Transaction Document instrument required to which it is or will be a party, the performance prior to Closing executed and delivered by Washington of its obligations hereunder Parent and thereunder, Merger Sub pursuant hereto and the consummation by Washington Parent and Merger Sub of the Merger and the other transactions contemplated hereby and thereby (including the Washington Pre-Closing Reorganization), have been, or, with respect to such other Transaction Documents to be entered into as of the Closing, will be as of the Closing, been duly and validly authorized by all requisite limited liability company action, subject only, with respect to necessary corporate action on the Washington Merger, to receipt part of the Washington Equityholder ConsentParent and Merger Sub. Other than the Washington Equityholder Consent with respect to the Washington Merger, no other equityholder action The Board of Washington, approval or vote is or shall be required to approve Directors of each of Parent and adopt Merger Sub has unanimously determined that this Agreement, the Chicago Transaction Merger and the other transactions contemplated hereby are desirable and in the best interests of Parent, Merger Sub and their respective stockholders, respectively, has unanimously approved this Agreement, the Escrow Agreement, the Merger and the other transactions contemplated hereby, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement, the Escrow Agreement or any certificate or other instrument required to be executed and delivered by Parent or Merger Sub pursuant hereto or to consummate the Merger or any of the other transactions contemplated hereby or thereby. None of such actions by the Board of Directors of Parent or Merger Sub has been amended, including the Washington Mergerrescinded or modified. Prior to the execution Each of this Agreement and the Chicago Transaction Agreement, the board of managers of Washington, by resolution, has (i) approved and authorized the execution and delivery of this Escrow Agreement and the Chicago Transaction Agreement, (ii) approved the consummation of the transactions contemplated hereby each certificate and thereby, including the Washington Merger, (iii) determined that the execution and delivery of this Agreement and the Chicago Transaction Agreement and the consummation of the transactions contemplated hereby and thereby are advisable, (iv) recommended that the requisite equityholders of Washington approve and adopt this Agreement and the transactions contemplated hereby, including the Washington Merger, and (v) directed that this Agreement and the Washington Merger other instrument required to be submitted to the requisite equityholders of Washington for their approval and adoption in accordance with the DLLCA. No “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” Law is applicable to this Agreement or the transactions contemplated hereby, including the Washington Merger.
(b) Washington has all requisite limited liability company power and authority to carry on its business as it pertains to the Washington Business as currently conducted and to own, lease and operate its properties and assets, except where the failure to have such power and authority would not be, individually or in the aggregate, material to Washington and its Subsidiaries, taken as a whole.
(c) This Agreement has been duly executed and delivered by Washington and, assuming this Agreement Parent or Merger Sub pursuant hereto has been (or will be) duly and validly executed and delivered by Parent or Merger Sub and, assuming the other Partiesdue authorization, execution and delivery by the Company and the Representative, constitutes (or will constitute) a legal, valid and binding obligation of WashingtonParent and Merger Sub, and each other Transaction Document (to which Washington is or will be party) has been, or will be as of the Closing, duly executed and delivered by Washington and, assuming such Transaction Document has been duly executed and delivered by each other party thereto, constitutes or will constitute a valid and binding obligation of Washington, in each case enforceable against Washington Parent and Merger Sub in accordance with its terms, except as enforcement may be limited by subject to bankruptcy, insolvency, reorganization or similar laws of general application affecting the Enforceability Exceptionsrights and remedies of creditors, and to general equity principles.
Appears in 1 contract
Authority; Enforceability. (a) Washington The Company has all requisite limited liability company corporate power and authority to execute and deliver enter into this Agreement and each other Transaction Document and, subject to which it is or will be a partyobtaining the Requisite Stockholder Approval, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery by Washington of this Agreement and each other Transaction Document to which it is or will be a party, the performance prior to Closing by Washington of its obligations hereunder and thereunder, and the consummation by Washington of the transactions contemplated hereby and thereby (including the Washington Pre-Closing Reorganization), have been, or, with respect to such other Transaction Documents to be entered into as of the Closing, will be as of the Closing, duly and validly authorized by all requisite limited liability company action, subject only, with respect to the Washington Merger, to receipt of the Washington Equityholder Consent. Other than the Washington Equityholder Consent with respect to the Washington Merger, no other equityholder action of Washington, approval or vote is or shall be required to approve and adopt this Agreement, the Chicago Transaction Agreement or to consummate any of the transactions contemplated hereby or thereby, including the Washington Merger. Prior to the execution of this Agreement and the Chicago Transaction Agreement, the board of managers of Washington, by resolution, has (i) approved and authorized the execution and delivery of this Agreement and the Chicago Transaction Agreement, (ii) approved the consummation of the transactions contemplated hereby and thereby, including the Washington Merger, (iii) determined that the execution and delivery of this Agreement and the Chicago Transaction Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, and thereby are advisableno further action is required on the part of the Company to authorize this Agreement and the transactions contemplated hereby, subject only to the affirmative approval of the Merger, this Agreement and the transactions contemplated hereby by (i) the holders of a majority of the outstanding shares of Company Common Stock and Company Preferred Stock, voting together as a single class, (ivii) recommended the holders of a majority of the outstanding shares of Company Common Stock, voting together as a single class, (iii) the holders of a majority of the outstanding shares of Company Preferred Stock, voting together as a single class (the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only approval of the Company Stockholders that the requisite equityholders of Washington is necessary to approve and adopt this Agreement and the transactions contemplated herebyhereby under applicable law, including the Washington MergerCompany’s certificate of incorporation and bylaws and any Contract to which the Company is a party. As of the date of this Agreement, and the board of directors of the Company has unanimously (vacting without the participation of D▇▇▇▇ ▇▇▇▇▇▇)
(i) directed determined that this Agreement and the Washington Merger be submitted to are fair to, and in the requisite equityholders of Washington for their approval best interests of, the Company and adoption in accordance with the DLLCA. No “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” Law is applicable to Company Stockholders, (ii) declared advisable this Agreement or and approved this Agreement and the transactions contemplated hereby, including and (iii) determined to recommend that the Washington Company Stockholders adopt this Agreement and approve the Merger.
(b) Washington has all requisite limited liability company power and authority to carry on its business as it pertains to the Washington Business as currently conducted and to own, lease and operate its properties and assets, except where the failure to have such power and authority would not be, individually or in the aggregate, material to Washington and its Subsidiaries, taken as a whole.
(c) This Agreement has and the agreements contemplated hereby to which the Company is or will be a party have been duly executed and delivered by Washington and, assuming this Agreement has been or will be duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other Partiesparties hereto and thereto, constitutes a constitutes, or will constitute, the valid and binding obligation of Washington, and each other Transaction Document (to which Washington is or will be party) has been, or will be as obligations of the ClosingCompany, duly executed and delivered by Washington and, assuming such Transaction Document has been duly executed and delivered by each other party thereto, constitutes or will constitute a valid and binding obligation of Washington, in each case enforceable against Washington the Company in accordance with its terms, except as enforcement such enforceability may be limited by subject to the Enforceability Exceptionslaws of general application relating to bankruptcy, insolvency, and the relief of debtors and rules of law governing specific performance, injunctive relief, or other equitable remedies.
Appears in 1 contract
Authority; Enforceability. (a) Washington Each of Parent and Merger Sub has all requisite limited liability company corporate or similar power and authority to execute and deliver enter into this Agreement and each other Transaction Document to which it is or will be a partyAgreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution board of directors (or equivalent governing body) of Parent has approved the execution, delivery and delivery by Washington of this Agreement and each other Transaction Document to which it is or will be a party, the performance prior to Closing by Washington of its obligations hereunder and thereunder, and the consummation by Washington of the transactions contemplated hereby and thereby (including the Washington Pre-Closing Reorganization), have been, or, with respect to such other Transaction Documents to be entered into as of the Closing, will be as of the Closing, duly and validly authorized by all requisite limited liability company action, subject only, with respect to the Washington Merger, to receipt of the Washington Equityholder Consent. Other than the Washington Equityholder Consent with respect to the Washington Merger, no other equityholder action of Washington, approval or vote is or shall be required to approve and adopt this Agreement, the Chicago Transaction Agreement or to consummate any of the transactions contemplated hereby or thereby, including the Washington Merger. Prior to the execution of this Agreement and the Chicago Transaction Agreementconsummation of the transactions contemplated hereby, and the board of managers directors of Washington, by resolution, Merger Sub has unanimously (i) determined that it is in the best interests of Merger Sub and its sole shareholder, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and authorized performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, and (iii) resolved to recommend that the sole shareholder of Merger Sub adopt this Agreement and directed that such matter be submitted for consideration of the sole shareholder of Merger Sub.
(b) Except for the adoption of this Agreement by ▇▇▇▇▇▇, as the sole shareholder of Merger Sub (which such adoption will occur immediately following the execution of this Agreement) and the filing of the Certificate of Merger with the Secretary of State of the State of Minnesota, no other corporate or similar proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement and the Chicago Transaction Agreement, (ii) approved the consummation of the Merger and the other transactions contemplated hereby and thereby, including the Washington Merger, (iii) determined that the execution and delivery of this Agreement and the Chicago Transaction Agreement and the consummation hereby. No vote of the transactions contemplated hereby and thereby are advisable, (iv) recommended that the requisite equityholders of Washington approve and adopt this Agreement and Parent or the holders of any other securities of Parent (equity or otherwise) is required by any applicable Law, the certificate of incorporation or bylaws or other equivalent organizational documents of Parent or the applicable rules of any exchange on which securities of Parent are traded, in order for Parent to consummate the transactions contemplated hereby, including the Washington Merger, and (v) directed that this Agreement and the Washington Merger be submitted to the requisite equityholders of Washington for their approval and adoption in accordance with the DLLCA. No “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” Law is applicable to this Agreement or the transactions contemplated hereby, including the Washington Merger.
(b) Washington has all requisite limited liability company power and authority to carry on its business as it pertains to the Washington Business as currently conducted and to own, lease and operate its properties and assets, except where the failure to have such power and authority would not be, individually or in the aggregate, material to Washington and its Subsidiaries, taken as a whole.
(c) This Agreement has been duly and validly executed and delivered by Washington ▇▇▇▇▇▇ and Merger Sub and, assuming this Agreement has been duly executed and delivered by constitutes the other Parties, constitutes a valid and binding obligation of Washington, and each other Transaction Document (to which Washington is or will be party) has been, or will be as agreement of the ClosingCompany, duly executed and delivered by Washington and, assuming such Transaction Document has been duly executed and delivered by each other party thereto, this Agreement constitutes or will constitute a the valid and binding obligation agreement of WashingtonParent and Merger Sub, in each case enforceable against Washington each of Parent and Merger Sub in accordance with its terms, except as enforcement may be limited by subject to the Enforceability Exceptions.
Appears in 1 contract
Authority; Enforceability. (a) Washington Buyer has all requisite full limited liability company power and authority to execute and deliver this Agreement and each the other Transaction Document to which it is or will be a party, Documents and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution execution, delivery and delivery by Washington of this Agreement and each other Transaction Document to which it is or will be a party, the performance prior to Closing by Washington of its obligations hereunder and thereunder, and the consummation by Washington of the transactions contemplated hereby and thereby (including the Washington Pre-Closing Reorganization), have been, or, with respect to such other Transaction Documents to be entered into as of the Closing, will be as of the Closing, duly and validly authorized by all requisite limited liability company action, subject only, with respect to the Washington Merger, to receipt of the Washington Equityholder Consent. Other than the Washington Equityholder Consent with respect to the Washington Merger, no other equityholder action of Washington, approval or vote is or shall be required to approve and adopt this Agreement, the Chicago Transaction Agreement or to consummate any of the transactions contemplated hereby or thereby, including the Washington Merger. Prior to the execution of this Agreement and the Chicago other Transaction Agreement, the board of managers of Washington, by resolution, has (i) approved and authorized the execution and delivery of this Agreement and the Chicago Transaction Agreement, (ii) approved the consummation of the transactions contemplated hereby and thereby, including the Washington Merger, (iii) determined that the execution and delivery of this Agreement and the Chicago Transaction Agreement Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all required actions of Buyer, its Board of Directors, shareholders or otherwise and no other actions on the part of Buyer, its Board of Directors, shareholders or otherwise are advisable, (iv) recommended that the requisite equityholders of Washington necessary to authorize and approve and adopt this Agreement and the transactions contemplated hereby, including the Washington Merger, other Transaction Documents and (v) directed that this Agreement and the Washington Merger be submitted to the requisite equityholders of Washington for their approval and adoption in accordance with the DLLCA. No “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” Law is applicable to this Agreement or the transactions contemplated hereby, including the Washington Merger.
(b) Washington has all requisite limited liability company power hereby and authority to carry on its business as it pertains to the Washington Business as currently conducted and to own, lease and operate its properties and assets, except where the failure to have such power and authority would not be, individually or in the aggregate, material to Washington and its Subsidiaries, taken as a whole.
(c) thereby. This Agreement has been duly executed and delivered by Washington andBuyer , assuming and constitutes a valid and binding obligation of Buyer , enforceable against Buyer in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by the principles governing the availability of equitable remedies). At Closing, all other Transaction Documents to be executed and delivered by Buyer shall have been duly executed and delivered by Buyer. All other Transaction Documents executed and delivered by Buyer shall constitute valid and binding obligations of Buyer , enforceable against each in accordance with their terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by the principles governing the availability of equitable remedies). Guarantor has full power, authority and capacity to execute and deliver this Agreement and the other Transaction Documents and to perform the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the other PartiesGuarantor, and constitutes a valid and binding obligation of WashingtonGuarantor, and each enforceable against Guarantor in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by the principles governing the availability of equitable remedies). At Closing, all other Transaction Document (Documents to which Washington is or will be party) has been, or will be as of the Closing, duly executed and delivered by Washington and, assuming such Transaction Document has Guarantor shall have been duly executed and delivered by each Guarantor. All other party thereto, constitutes or will Transaction Documents executed and delivered by Guarantor shall constitute a valid and binding obligation obligations of WashingtonGuarantor, in each case enforceable against Washington it in accordance with its terms, their terms (except as enforcement enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by the Enforceability Exceptionsprinciples governing the availability of equitable remedies).
Appears in 1 contract
Authority; Enforceability. (a) Washington Each of the Partnership Parties has all requisite full limited liability company or limited partnership, as applicable, power and authority to execute and deliver this Agreement and each the other Transaction Document Agreements to which it is or will be a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Washington of this Agreement and each other Transaction Document to which it is or will be a party, the performance prior to Closing by Washington of its obligations hereunder and thereunder, and the consummation by Washington of the transactions contemplated hereby and thereby (including the Washington Pre-Closing Reorganization), have been, or, with respect to such other Transaction Documents to be entered into as of the Closing, will be as of the Closing, duly and validly authorized by all requisite limited liability company actionparty and, subject only, with respect to the Washington Merger, to receipt of the Washington Equityholder Consent. Other than the Washington Equityholder Consent with respect to the Washington MergerPartnership Unitholder Approval, no other equityholder action of Washington, approval or vote is or shall be required to approve and adopt this Agreement, the Chicago Transaction Agreement or to consummate any of the Transactions and the transactions contemplated hereby or therebyby such other Transaction Agreements and to perform all of the obligations to be performed by it hereunder and thereunder. Subject to receipt of the Partnership Unitholder Approval, including the Washington Merger. Prior to the execution of this Agreement and the Chicago Transaction Agreement, the board of managers of Washington, by resolution, has (i) approved and authorized the execution and delivery of this Agreement and the Chicago other Transaction AgreementAgreements to which such Partnership Party is a party and the consummation of the Transactions and the transactions contemplated by such other Transaction Agreements and the performance of all of the obligations hereunder and thereunder to be performed by such Partnership Party have been duly and validly authorized by such Partnership Party, and except for the Partnership Unitholder Approval, no other limited liability company or limited partnership, as applicable, proceedings on behalf of such Partnership Party are necessary to authorize this Agreement and the other Transaction Agreements to which it is a party, to consummate the Transactions and the transactions contemplated by such other Transaction Agreements or to perform all of the obligations to be performed by it hereunder and thereunder. The General Partner Board has (i) determined that this Agreement and the Transactions are in the best interest of the Partnership and the Holders of Partnership Unaffiliated Units, (ii) approved the consummation of the transactions contemplated hereby this Agreement, and thereby, including the Washington Merger, (iii) determined resolved to recommend that the execution and delivery Holders of Partnership Voting Units vote to approve this Agreement and the Chicago Transaction Agreement and the consummation of the transactions contemplated hereby and thereby are advisable, (iv) recommended that the requisite equityholders of Washington approve and adopt this Agreement and the transactions contemplated hereby, including the Washington Merger, and (v) directed that this Agreement and the Washington Merger be submitted to the requisite equityholders of Washington for their approval and adoption in accordance with the DLLCA. No “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” Law is applicable to this Agreement or the transactions contemplated hereby, including the Washington MergerAgreement.
(b) Washington has all requisite limited liability company power and authority to carry on its business as it pertains to the Washington Business as currently conducted and to own, lease and operate its properties and assets, except where the failure to have such power and authority would not be, individually or in the aggregate, material to Washington and its Subsidiaries, taken as a whole.
(c) This Agreement has been duly executed been, and delivered by Washington and, assuming this Agreement has been duly executed and delivered by the other Parties, constitutes a valid and binding obligation of Washington, and each other Transaction Document (Agreements to which Washington each Partnership Party is a party, when executed, have been or will be party) has been, or will be as of the Closingbe, duly executed and delivered by Washington or on behalf of such Partnership Party, and, assuming such Transaction Document has been duly executed the due authorization, execution and delivered delivery by each the other party parties hereto and thereto, constitutes or will constitute a the valid and binding obligation agreement of Washingtonsuch Partnership Party, in each case enforceable against Washington it in accordance with its and their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other similar laws affecting the Enforceability Exceptionsenforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a proceeding at law or in equity).
(c) The General Partner, for and on behalf of the Partnership, has taken all necessary action so that any Takeover Laws applicable to any Partnership Group Entity do not, and will not, apply to this Agreement or the other Transaction Agreements or the consummation of the Transactions or the transactions contemplated by the other Transaction Agreements.
Appears in 1 contract
Authority; Enforceability. (a) Washington The Company has all the requisite limited liability company corporate power and authority to execute and deliver enter into this Agreement and each other Transaction Document and, subject to which it is or will be a partyreceipt of the Company Shareholder Approval, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery by Washington of this Agreement and each other Transaction Document to which it is or will be Company Board at a party, the performance prior to Closing by Washington of its obligations hereunder and thereunder, and the consummation by Washington of the transactions contemplated hereby and thereby (including the Washington Pre-Closing Reorganization), have been, or, with respect to such other Transaction Documents to be entered into as of the Closing, will be as of the Closing, duly and validly authorized by all requisite limited liability company action, subject only, with respect to the Washington Merger, to receipt of the Washington Equityholder Consent. Other than the Washington Equityholder Consent with respect to the Washington Merger, no other equityholder action of Washington, approval or vote is or shall be required to approve and adopt this Agreement, the Chicago Transaction Agreement or to consummate any of the transactions contemplated hereby or thereby, including the Washington Merger. Prior to the execution of this Agreement and the Chicago Transaction Agreement, the board of managers of Washington, by resolution, held meeting has unanimously (i) approved and authorized determined that it is in the execution and delivery best interests of this Agreement the Company and the Chicago Transaction Company’s shareholders, and declared it advisable, to enter into this Agreement, (ii) approved the consummation of the transactions contemplated hereby execution, delivery and thereby, including the Washington Merger, (iii) determined that the execution and delivery performance of this Agreement and the Chicago Transaction Agreement and the consummation of the transactions contemplated hereby hereby, including the Merger, with the Company surviving the Merger as a wholly owned Subsidiary of Parent, in accordance with the MBCA, (iii) resolved to recommend that the shareholders of the Company approve this Agreement (the “Company Recommendation”), and thereby are advisable, (iv) recommended directed that this Agreement be submitted to the requisite equityholders shareholders of Washington the Company at the Company Shareholder Meeting for their approval.
(b) The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock in favor of the approval of this Agreement (the “Company Shareholder Approval”) is the only vote of holders of securities of the Company that is required to approve and adopt this Agreement and consummate the transactions contemplated hereby, including the Washington Merger, and .
(vc) directed that this Agreement Except for the Company Shareholder Approval and the Washington filing of the Articles of Merger be submitted to the requisite equityholders of Washington for their approval and adoption in accordance with the DLLCA. No “moratorium,” “control share,” “fair price,” “takeover” Secretary of State of the State of Minnesota as required by the MBCA, no other corporate action, proceedings, shareholder vote or “interested stockholder” Law similar action on the part of the Company is applicable necessary to authorize the execution and delivery of this Agreement or Agreement, the performance by the Company of its covenants and obligations hereunder and the consummation of the transactions contemplated hereby, including the Washington Merger.
(b) Washington has all requisite limited liability company power and authority to carry on its business as it pertains to the Washington Business as currently conducted and to own, lease and operate its properties and assets, except where the failure to have such power and authority would not be, individually or in the aggregate, material to Washington and its Subsidiaries, taken as a whole.
(cd) This Agreement has been duly and validly executed and delivered by Washington the Company and, assuming this Agreement has been duly executed and delivered by and constitutes the other Parties, constitutes a valid and binding obligation agreement of Washington, Parent and each other Transaction Document (to which Washington is or will be party) has been, or will be as of the Closing, duly executed and delivered by Washington and, assuming such Transaction Document has been duly executed and delivered by each other party theretoMerger Sub, constitutes or will constitute a the valid and binding obligation agreement of Washingtonthe Company, in each case enforceable against Washington the Company in accordance with its terms, except as that (i) such enforcement may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally, and (ii) equitable remedies 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 (collectively, the “Enforceability Exceptions”).
Appears in 1 contract
Authority; Enforceability. (a) Washington The Company has all requisite limited liability company necessary corporate power and authority to execute and deliver this Agreement and each other Transaction Document to which it is or will be a partyAgreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Washington of this Agreement and each other Transaction Document to which it is or will be a party, the performance prior to Closing by Washington of its obligations hereunder and thereunderhereunder, and the consummation by Washington of the transactions contemplated hereby and thereby (including the Washington Pre-Closing Reorganization), have been, or, with respect to such other Transaction Documents to be entered into as of the Closing, will be as of the Closing, duly and validly authorized by all requisite limited liability company action, subject only, with respect to the Washington Merger, to receipt of the Washington Equityholder Consent. Other than the Washington Equityholder Consent with respect to the Washington MergerCompany Shareholder Approval, no other equityholder action of Washington, approval or vote is or shall be required to approve and adopt this Agreement, the Chicago Transaction Agreement or to consummate any of the transactions Transactions contemplated hereby or thereby, including the Washington Mergerhereby. Prior to the execution of this Agreement and the Chicago Transaction Agreement, the board of managers of Washington, by resolution, has (i) approved and authorized the The execution and delivery of this Agreement by the Company have been duly authorized by all necessary corporate action and no other corporate proceedings on the Chicago Transaction Agreement, (ii) approved the consummation part of the transactions contemplated hereby and thereby, including the Washington Merger, (iii) determined that Company are necessary to authorize the execution and delivery by the Company of this Agreement Agreement. Other than the Company Shareholder Approval and the Chicago Transaction Agreement filing of the Merger Filings as required by the CGCL, the consummation by the Company of the Merger and the consummation other Transactions contemplated hereby have been duly authorized by all necessary corporate action and no other corporate proceedings on the part of the transactions contemplated hereby and thereby Company are advisable, (iv) recommended that necessary to authorize the requisite equityholders consummation by the Company of Washington approve and adopt this Agreement the Merger and the transactions other Transactions contemplated hereby, including the Washington Merger, and (v) directed that this Agreement and the Washington Merger be submitted to the requisite equityholders of Washington for their approval and adoption in accordance with the DLLCA. No “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” Law is applicable to this Agreement or the transactions contemplated hereby, including the Washington Merger.
(b) Washington has all requisite limited liability company power and authority to carry on its business as it pertains to the Washington Business as currently conducted and to own, lease and operate its properties and assets, except where the failure to have such power and authority would not be, individually or in the aggregate, material to Washington and its Subsidiaries, taken as a whole.
(c) This Agreement has been duly executed and delivered by Washington and, assuming this Agreement has been duly validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each other PartiesParties hereto, constitutes a constitute valid and binding obligation of Washington, and each other Transaction Document (to which Washington is or will be party) has been, or will be as obligations of the ClosingCompany, duly executed and delivered by Washington and, assuming such Transaction Document has been duly executed and delivered by each other party thereto, constitutes or will constitute a valid and binding obligation of Washington, in each case enforceable against Washington the Company in accordance with its terms, except as enforcement such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws in effect which affect the Enforceability Exceptionsenforcement of creditors’ rights generally and by general equitable principles.
(b) The Special Committee, at a meeting duly called and held, has by unanimous vote of all its members approved and declared this Agreement and the Transactions contemplated hereby advisable and has determined that the Merger and the Table of Contents other Transactions are fair to, and in the best interests of, the shareholders of the Company (other than the Rollover Shareholders). The Board of Directors of the Company, based on the unanimous recommendation of the Special Committee, has (i) determined that the Merger and the other Transactions, upon the terms and subject to the conditions set forth herein, are fair to, and in the best interests of, the shareholders of the Company (other than the Rollover Shareholders), (ii) approved and adopted this Agreement and the Transactions, and declared their advisability, (iii) recommended the adoption of this Agreement by the shareholders of the Company, subject to the terms and conditions set forth herein, and (iv) approved and adopted this Agreement, the Merger and the other Transactions contemplated hereby and thereby.
(c) Under applicable Law (including, without limitation, the CGCL) and the Company Articles of Incorporation, the only votes of the Company’s shareholders required to adopt and approve:
(i) this Agreement and the Merger are the (A) affirmative vote of a majority of the outstanding shares of Common Stock, voting as a separate class, and (B) affirmative vote of the holders of a majority of the voting power of the outstanding shares of Common Stock, Series D Preferred Stock and Series E Preferred Stock, voting together as a single class, with each share of Common Stock outstanding being entitled to one vote and each share of Series D Preferred Stock and Series E Preferred Stock being entitled to that number of votes determined in accordance with applicable Law and the Company Articles of Incorporation and By-laws (the “Vote of Outstanding Shares”); and
(ii) the Restated Articles are the (A) affirmative vote of a majority of the outstanding shares of Common Stock, voting as a separate class, (B) affirmative vote of a majority of the outstanding shares of Series D Preferred Stock, voting as a separate class, (C) affirmative vote of a majority of the outstanding shares of Series E Preferred Stock, voting as a separate class, and (D) Vote of Outstanding Shares. The votes of the Company’s shareholders described in (i) and (ii) of this Section 3.03(c) are hereinafter referred to collectively as the “Company Shareholder Approval.”
Appears in 1 contract
Sources: Merger Agreement (Critical Path Inc)
Authority; Enforceability. (a) Washington Such Blocker has all requisite corporate, limited liability company or other entity, as applicable, power and authority to execute and deliver this Agreement and each other Transaction Document to which it is or will be a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Washington such Blocker of this Agreement and each other Transaction Document to which it is or will be a party, the performance prior to the Closing by Washington such Blocker of its obligations hereunder and thereunder, and the consummation by Washington such Blocker of the transactions contemplated hereby and thereby (including the Washington Pre-Closing Reorganization), have been, or, with respect to such other Transaction Documents to be entered into as of the Closing, will be as of the Closing, duly and validly authorized by all requisite corporate, limited liability company or other entity, as applicable, action, subject only, with respect to the Washington applicable Blocker Merger, to receipt of the Washington applicable Blocker Equityholder Consent. Other than the Washington applicable Blocker Equityholder Consent with respect to the Washington applicable Blocker Merger, no other equityholder action of Washingtonsuch Blocker, approval or vote is or shall be required to approve and adopt this Agreement, the Chicago Transaction Agreement or to consummate any of the transactions contemplated hereby or therebyhereby, including the Washington applicable Blocker Merger. Prior to the execution of this Agreement and the Chicago Transaction Agreement, the board of managers directors of Washingtonsuch Blocker, by resolution, resolution has (i) approved and authorized the execution and delivery of this Agreement and the Chicago Transaction Agreement, (ii) approved the consummation of the transactions contemplated hereby and therebyhereby, including the Washington applicable Blocker Merger, (iii) determined that the execution and delivery of this Agreement and the Chicago Transaction Agreement and the consummation of the transactions contemplated hereby and thereby are advisable, (iv) recommended that the requisite equityholders of Washington applicable Blocker Equityholders approve and adopt this Agreement and the transactions contemplated hereby, including the Washington applicable Blocker Merger, and (v) directed that this Agreement and the Washington applicable Blocker Merger be submitted to the requisite equityholders of Washington applicable Blocker Equityholders for their approval and adoption in accordance with the DLLCA. No “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” Law is applicable to this Agreement or the transactions contemplated hereby, including the Washington MergerDGCL.
(b) Washington Such Blocker has all requisite corporate, limited liability company or similar applicable power and authority to carry on its business as it pertains to the Washington Business as currently conducted and to own, lease and operate its properties and assets, except where the failure to have such power and authority would not behave, individually or in the aggregate, material to Washington and its Subsidiaries, taken as a wholeBlocker Material Adverse Effect.
(c) This Agreement has been duly executed and delivered by Washington such Blocker and, assuming this Agreement has been duly executed and delivered by the other Parties, constitutes a valid and binding obligation of Washingtonsuch Blocker, and each other Transaction Document (to which Washington such Blocker is or will be a party) has been, or will be as of the Closing, duly executed and delivered by Washington such Blocker and, assuming such Transaction Document has been duly executed and delivered by each other party thereto, constitutes or will constitute a valid and binding obligation of Washingtonsuch Blocker, in each case enforceable against Washington such Blocker in accordance with its terms, except as enforcement may be limited by the Enforceability Exceptions.
Appears in 1 contract
Authority; Enforceability. (a) Washington Each of Parent and Merger Sub has all requisite limited liability company corporate power and authority to execute and deliver enter into this Agreement and each other Transaction Document to which it is or will be a partyAgreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution board of directors of Parent has approved the execution, delivery and delivery by Washington of this Agreement and each other Transaction Document to which it is or will be a party, the performance prior to Closing by Washington of its obligations hereunder and thereunder, and the consummation by Washington of the transactions contemplated hereby and thereby (including the Washington Pre-Closing Reorganization), have been, or, with respect to such other Transaction Documents to be entered into as of the Closing, will be as of the Closing, duly and validly authorized by all requisite limited liability company action, subject only, with respect to the Washington Merger, to receipt of the Washington Equityholder Consent. Other than the Washington Equityholder Consent with respect to the Washington Merger, no other equityholder action of Washington, approval or vote is or shall be required to approve and adopt this Agreement, the Chicago Transaction Agreement or to consummate any of the transactions contemplated hereby or thereby, including the Washington Merger. Prior to the execution of this Agreement and the Chicago Transaction Agreementconsummation of the transactions contemplated hereby, including the Merger and the Financing, and the board of managers directors of Washington, by resolution, Merger Sub has unanimously (i) determined that it is in the best interests of Merger Sub and its sole stockholder, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and authorized performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, and (iii) resolved to recommend that the sole stockholder of Merger Sub adopt this Agreement and directed that such matter be submitted for consideration of the sole stockholder of Merger Sub.
(b) Except for the adoption of this Agreement by Parent, as the sole stockholder of Merger Sub (which such adoption shall occur immediately following the execution of this Agreement) and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement and the Chicago Transaction Agreement, (ii) approved the consummation of the transactions contemplated hereby and thereby, including the Washington Merger, (iii) determined that the execution and delivery of this Agreement and the Chicago Transaction Agreement and the consummation hereby. No vote of the transactions contemplated hereby and thereby stockholders of Parent or the holders of any other securities of Parent (equity or otherwise) is required by any applicable Law, the certificate of incorporation or bylaws or other equivalent organizational documents of Parent or the applicable rules of any exchange on which securities of Parent are advisabletraded, (iv) recommended that the requisite equityholders of Washington approve and adopt this Agreement and in order for Parent to consummate the transactions contemplated hereby, including the Washington Merger, and (v) directed that this Agreement and the Washington Merger be submitted to the requisite equityholders of Washington for their approval and adoption in accordance with the DLLCA. No “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” Law is applicable to this Agreement or the transactions contemplated hereby, including the Washington Merger.
(b) Washington has all requisite limited liability company power and authority to carry on its business as it pertains to the Washington Business as currently conducted and to own, lease and operate its properties and assets, except where the failure to have such power and authority would not be, individually or in the aggregate, material to Washington and its Subsidiaries, taken as a whole.
(c) This Agreement has been duly and validly executed and delivered by Washington Parent and Merger Sub and, assuming this Agreement has been duly executed and delivered by constitutes the other Parties, constitutes a valid and binding obligation of Washington, and each other Transaction Document (to which Washington is or will be party) has been, or will be as agreement of the ClosingCompany, duly executed and delivered by Washington and, assuming such Transaction Document has been duly executed and delivered by each other party thereto, this Agreement constitutes or will constitute a the valid and binding obligation agreement of WashingtonParent and Merger Sub, in each case enforceable against Washington each of Parent and Merger Sub in accordance with its terms, except as enforcement may be limited by subject to the Enforceability Exceptions.
Appears in 1 contract
Sources: Merger Agreement (Proofpoint Inc)
Authority; Enforceability. (a) Washington The Company has all requisite limited liability company necessary corporate power and authority to execute and deliver this Agreement and each other Transaction Document to which it is or will be a partyAgreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyby this Agreement. The execution execution, delivery and delivery performance by Washington the Company of this Agreement and each other Transaction Document to which it is or will be a party, the performance prior to Closing by Washington of its obligations hereunder and thereunder, and the consummation by Washington the Company of the transactions contemplated hereby and thereby (including the Washington Pre-Closing Reorganization), by this Agreement have been, or, with respect to such other Transaction Documents to be entered into as of the Closing, will be as of the Closing, been duly and validly authorized by all requisite limited liability company action, subject only, with respect to the Washington Merger, to receipt Board of Directors (upon the unanimous recommendation of the Washington Equityholder Consent. Other than the Washington Equityholder Consent with respect to the Washington MergerSpecial Committee), and no other equityholder action corporate proceedings on the part of Washington, approval or vote is or shall be required the Company are necessary to approve and adopt authorize this Agreement, the Chicago Transaction Agreement or to consummate any of the transactions contemplated hereby by this Agreement (except that consummation of the Merger is subject to adoption of this Agreement by the affirmative vote of a majority of the votes entitled to be cast by the holders of the outstanding shares of Company Common Stock voting together as a single class (the "Requisite Stockholder Vote")).
(b) The Board of Directors of the Company, acting upon the unanimous recommendation of the Special Committee, at a meeting duly held on or thereby, including the Washington Merger. Prior prior to the execution date hereof unanimously (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement and the Chicago Transaction Agreementconsummation of the transactions contemplated hereby, including the Merger, (iii) resolved to recommend that the stockholders of the Company approve the adoption of this Agreement and directed that such matter be submitted for consideration of the stockholders of the Company at the Stockholders Meeting (this clause (iii), the board "Board Recommendation"), and (iv) took all necessary steps so that the provisions of managers Section 203 of Washingtonthe DGCL and any "moratorium", by resolution"control share acquisition", has "business combination", "fair price" or other form of anti-takeover Laws or regulations (icollectively, "Takeover Laws") approved and authorized of any jurisdiction that may purport to be applicable to this Agreement do not apply to the execution and delivery of this Agreement and the Chicago Transaction Agreement, (ii) approved the consummation of the transactions contemplated hereby and thereby, including the Washington Merger, (iii) determined that the execution and delivery of this Agreement and the Chicago Transaction Agreement and the consummation of the transactions contemplated hereby and thereby are advisable, (iv) recommended that the requisite equityholders of Washington approve and adopt this Agreement and the transactions contemplated hereby, including the Washington Merger, and (v) directed that this Agreement and the Washington Merger be submitted to the requisite equityholders of Washington for their approval and adoption in accordance with the DLLCA. No “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” Law is applicable to this Agreement or the transactions contemplated hereby, including the Washington Merger.
(b) Washington has all requisite limited liability company power and authority to carry on its business as it pertains to the Washington Business as currently conducted and to own, lease and operate its properties and assets, except where the failure to have such power and authority would not be, individually or in the aggregate, material to Washington and its Subsidiaries, taken as a whole.
(c) This Agreement has been duly executed and delivered by Washington the Company and, assuming this Agreement has been duly executed due authorization, execution and delivered delivery by the other Partiesparties hereto, constitutes a legal, valid and binding obligation of Washington, and each other Transaction Document (to which Washington is or will be party) has been, or will be as agreement of the ClosingCompany, duly executed and delivered by Washington and, assuming such Transaction Document has been duly executed and delivered by each other party thereto, constitutes or will constitute a valid and binding obligation of Washington, in each case enforceable against Washington the Company in accordance with its terms, except as enforcement may be limited subject to the effects of bankruptcy, insolvency, fraudulent conveyance, 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 adoption of this Agreement by the Enforceability ExceptionsRequisite Stockholder Vote is the only vote of the holders of any class or series of capital stock or other Equity Interests of the Company or any of its Subsidiaries necessary to adopt this Agreement or approve the transactions contemplated by this Agreement.
Appears in 1 contract
Authority; Enforceability. (a) Washington Acquiror has all the requisite limited liability company corporate power and authority to (i) execute this Agreement, and deliver this Agreement and each the other Transaction Document Documents, to which it is or will be a party, to (ii) perform its obligations hereunder under this Agreement and thereunder under the other Transaction Documents, to which it is a party, and (iii) subject to the receipt of the Required Enabling Shareholder Approvals, consummate the transactions contemplated hereby Transactions in accordance with the terms of this Agreement, and therebythe other Transaction Documents, to which it is a party. The execution execution, delivery and delivery performance by Washington Acquiror of this Agreement and each the other Transaction Document Documents, to which it is or will be a party, and subject to the performance prior to Closing by Washington receipt of its obligations hereunder and thereunderthe Required Enabling Shareholder Approvals, and the consummation by Washington of the transactions contemplated hereby and thereby (including the Washington Pre-Closing Reorganization)Transactions to which it is a party, have been, or, with respect to such other Transaction Documents to be entered into as of the Closing, will be as of the Closing, been duly and validly authorized by all requisite limited liability company actionnecessary corporate power on the part of Acquiror and such authorization has not been subsequently modified or rescinded.
(b) This Agreement has been duly and validly executed and delivered by Acquiror and constitutes, subject onlyassuming due authorization, with respect to the Washington Merger, to receipt of the Washington Equityholder Consent. Other than the Washington Equityholder Consent with respect to the Washington Merger, no other equityholder action of Washington, approval or vote is or shall be required to approve and adopt this Agreement, the Chicago Transaction Agreement or to consummate any of the transactions contemplated hereby or thereby, including the Washington Merger. Prior to the execution of this Agreement and the Chicago Transaction Agreement, the board of managers of Washington, by resolution, has (i) approved and authorized the execution and delivery of this Agreement by Transferor, a valid and binding legal obligation of Acquiror, enforceable against Acquiror in accordance with the terms hereof, subject to the Bankruptcy and Equity Exception. Assuming due authorization, execution and delivery of each of the other Transaction Documents by the other parties thereto, each of the other Transaction Documents will constitute a valid and binding legal obligation of Acquiror, enforceable against Acquiror in accordance with the terms thereof, subject to the Bankruptcy and Equity Exception.
(c) The Acquiror Board, at a duly called and held meeting, has (i) determined that this Agreement and the Chicago Transactions contemplated hereby, and the other Transaction AgreementDocuments and the Transactions contemplated thereby, are fair to, and in the best interests of, Acquiror and its stockholders (who are not considered related parties to the Transactions, including minority stockholders), based on the Greek Fairness Opinion, and declared it advisable to enter into this Agreement with Transferor and (ii) approved the consummation of the transactions contemplated hereby execution, delivery and thereby, including the Washington Merger, (iii) determined that the execution and delivery performance of this Agreement and the Chicago Transaction Agreement and the consummation of the transactions contemplated hereby and thereby are advisable, (iv) recommended that the requisite equityholders of Washington approve and adopt this Agreement and the transactions Transactions contemplated hereby, including the Washington Merger, and (v) directed that this Agreement and the Washington Merger be submitted Transaction Documents and the Transactions contemplated thereby, subject to the requisite equityholders of Washington for their approval and adoption in accordance compliance with the DLLCArelevant requirements of related parties transaction provisions of Art. No “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” Law is applicable to this Agreement or the transactions contemplated hereby, including the Washington Merger.
(b) Washington has all requisite limited liability company power and authority to carry on its business as it pertains to the Washington Business as currently conducted and to own, lease and operate its properties and assets, except where the failure to have such power and authority would not be, individually or in the aggregate, material to Washington and its Subsidiaries, taken as a whole.
(c) This Agreement has been duly executed and delivered by Washington and, assuming this Agreement has been duly executed and delivered by the other Parties, constitutes a valid and binding obligation of Washington, and each other Transaction Document (to which Washington is or will be party) has been, or will be as 99 et seq. of the Closing, duly executed and delivered by Washington and, assuming such Transaction Document has been duly executed and delivered by each other party thereto, constitutes or will constitute a valid and binding obligation of Washington, in each case enforceable against Washington in accordance with its terms, except as enforcement may be limited by the Enforceability ExceptionsGreek Company Law.
Appears in 1 contract
Sources: Transaction Agreement (Bally's Corp)
Authority; Enforceability. (a) Washington The Company has all requisite limited liability company necessary corporate power and authority to execute and deliver this Agreement and each other Transaction Document to which it is or will be a partyAgreement, to perform its obligations hereunder and thereunder and and, subject to obtaining the Requisite Stockholder Vote, to consummate the transactions contemplated hereby and therebyhereby. The execution execution, delivery and delivery performance by Washington the Company of this Agreement and each other Transaction Document to which it is or will be a party, the performance prior to Closing by Washington of its obligations hereunder and thereunder, and the consummation by Washington the Company of the transactions contemplated hereby and thereby (including the Washington Pre-Closing Reorganization), have been, or, with respect to such other Transaction Documents to be entered into as of the Closing, will be as of the Closing, been duly and validly authorized by all requisite limited liability company actionthe Board of Directors, subject only, with respect to and no other corporate proceedings on the Washington Merger, to receipt part of the Washington Equityholder Consent. Other than the Washington Equityholder Consent with respect Company are necessary to the Washington Merger, no other equityholder action of Washington, approval or vote is or shall be required to approve and adopt authorize this Agreement, the Chicago Transaction Agreement or to consummate any of the transactions contemplated hereby or therebyhereby, including except that the Washington Merger. Prior consummation of the Merger is subject to obtaining the execution of this Agreement Requisite Stockholder Vote and the Chicago Transaction Agreement, filing of the board Certificate of managers Merger with the Secretary of Washington, by resolution, State of the State of Delaware.
(b) The Board of Directors has unanimously (i) approved determined that it is advisable and authorized in the execution best interests of the Company and delivery of its stockholders to enter into this Agreement and the Chicago Transaction Agreement, (ii) approved the consummation of the transactions contemplated hereby execution, delivery and thereby, including the Washington Merger, (iii) determined that the execution and delivery performance of this Agreement and the Chicago Transaction Agreement and the consummation of the transactions contemplated hereby and thereby are advisablehereby, including the Merger, (iviii) recommended that the requisite equityholders stockholders of Washington approve and the Company adopt this Agreement and approve the Merger, all upon the terms and subject to the conditions set forth herein and directed that such matter be submitted for consideration of the stockholders of the Company at the Stockholder Meeting, and (iv) taken all necessary steps so that the provisions of Section 203 of the DGCL and any “moratorium”, “control share acquisition”, “business combination”, “fair price” or other form of anti-takeover Laws or regulations (collectively, “Takeover Laws”) of any jurisdiction that may purport to be applicable to this Agreement do not apply to the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including and has not rescinded or modified any such actions as of the Washington Merger, and (v) directed that date of this Agreement and the Washington Merger be submitted to the requisite equityholders of Washington for their approval and adoption in accordance with the DLLCA. No “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” Law is applicable to this Agreement or the transactions contemplated hereby, including the Washington Merger.
(b) Washington has all requisite limited liability company power and authority to carry on its business as it pertains to the Washington Business as currently conducted and to own, lease and operate its properties and assets, except where the failure to have such power and authority would not be, individually or in the aggregate, material to Washington and its Subsidiaries, taken as a wholeAgreement.
(c) This Agreement has been duly executed and delivered by Washington the Company and, assuming this Agreement has been duly executed due authorization, execution and delivered delivery by the other Partiesparties hereto, constitutes a valid and binding obligation of Washington, and each other Transaction Document (to which Washington is or will be party) has been, or will be as agreement of the ClosingCompany, duly executed and delivered by Washington and, assuming such Transaction Document has been duly executed and delivered by each other party thereto, constitutes or will constitute a valid and binding obligation of Washington, in each case enforceable against Washington the Company in accordance with its terms, except as enforcement may be limited subject to the effects of bankruptcy, insolvency, fraudulent conveyance, 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 adoption of this Agreement and the approval of the Merger by the Enforceability ExceptionsRequisite Stockholder Vote is the only vote of the holders of any Equity Interests of the Company or any of its Subsidiaries necessary to approve this Agreement and the transactions contemplated hereby.
Appears in 1 contract
Authority; Enforceability. (a) Washington The Company has all requisite limited liability company full corporate power and authority to execute enter into this Agreement, perform its obligations under this Agreement and deliver the Ancillary Documents to which it is a party, and, subject to the receipt of the Required Stockholder Vote, to consummate the Merger and the transactions contemplated by this Agreement and the Ancillary Documents to which it is a party. The affirmative vote or consent of (i) the Company Stockholders holding at least a majority of the issued and outstanding shares of Company Common Stock and Company Preferred Stock (on an as-converted to Company Common Stock basis), voting together as a single class, and (ii) the Company Stockholders holding at least forty-five percent (45%) of the issued and outstanding shares of Company Preferred Stock, voting together as a single class on as converted to Company Common Stock basis is the only vote of the Company Stockholders necessary under Delaware Law and the Company Organizational Documents to adopt this Agreement and approve the Merger (the “Required Stockholder Vote”). The Required Stockholder Vote is the only vote or consent necessary for the holders of the Company Capital Stock to adopt this Agreement, approve the Ancillary Documents to which the Company is a party, approve the Merger, and consummate the other transactions contemplated hereby. The execution, delivery, and performance by the Company of this Agreement and each other Transaction Ancillary Document to which it is or will be a partyparty and, subject to perform its obligations hereunder and thereunder and to consummate receipt of the transactions contemplated hereby and thereby. The execution and delivery by Washington of this Agreement and each other Transaction Document to which it is or will be a partyRequired Stockholder Vote, the performance prior to Closing by Washington consummation of its obligations hereunder the Merger and thereunder, and the consummation by Washington of the transactions contemplated hereby and thereby (including the Washington Pre-Closing Reorganization), have been, or, with respect to such other Transaction Documents to be entered into as of the Closing, will be as of the Closing, duly and validly been authorized by all requisite limited liability company action, subject only, with respect to corporate or equivalent action on the Washington Merger, to receipt part of the Washington Equityholder Consent. Other than the Washington Equityholder Consent with respect to the Washington Merger, Company and no other equityholder action corporate proceedings of Washington, approval or vote is or shall be required the Company are necessary to approve and adopt authorize this Agreement, the Chicago Transaction Agreement or to consummate any of the Merger and the other transactions contemplated hereby or thereby, including thereby (other than the Washington Merger. Prior to filing of the execution Certificate of this Agreement Merger and the Chicago Transaction Agreement, the such other documents as required by Delaware Law).
(b) The board of managers directors of Washington, by resolution, the Company has unanimously (and has not subsequently rescinded or modified in any way) (i) approved declared that the Merger and authorized the execution and delivery of other transactions contemplated by this Agreement are advisable, fair to and in the Chicago Transaction Agreementbest interests of the Company and its stockholders, (ii) approved this Agreement in accordance with the consummation provisions of the transactions contemplated hereby and thereby, including the Washington MergerDelaware Law, (iii) determined that the execution and delivery of this Agreement and the Chicago Transaction Agreement and the consummation of the transactions contemplated hereby and thereby are advisable, (iv) recommended that the requisite equityholders of Washington approve and adopt this Agreement and the transactions contemplated hereby, including the Washington Merger, and (v) directed that this Agreement and the Washington Merger be submitted to the requisite equityholders stockholders of Washington the Company for their adoption and approval by written consent, and (iv) resolved to recommend that the stockholders of the Company vote in favor of the adoption in accordance with the DLLCA. No “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” Law is applicable to of this Agreement or and the transactions contemplated hereby, including approval of the Washington Merger.
(b) Washington has all requisite limited liability company power and authority to carry on its business as it pertains to the Washington Business as currently conducted and to own, lease and operate its properties and assets, except where the failure to have such power and authority would not be, individually or in the aggregate, material to Washington and its Subsidiaries, taken as a whole.
(c) This Agreement has been duly executed and delivered by Washington the Company and, assuming that this Agreement has been duly executed and delivered by the other Parties, constitutes a valid and binding obligation of Washingtonthe other parties hereto, and each other Transaction Document (to which Washington is or will be party) has been, or will be as of the Closing, duly executed and delivered by Washington and, assuming such Transaction Document has been duly executed and delivered by each other party thereto, this Agreement constitutes or will constitute a valid and binding obligation of Washingtonthe Company, in each case enforceable against Washington the Company in accordance with its terms, except as enforcement such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar applicable Laws affecting or relating to creditors’ rights generally and general principles of equity (collectively, the “Enforceability ExceptionsLimitations”).
Appears in 1 contract
Authority; Enforceability. (a) Washington Each of Parent and Merger Sub has all requisite limited liability company corporate or similar power and authority to execute and deliver enter into this Agreement and each other Transaction Document to which it is or will be a partyAgreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution board of directors (or equivalent governing body) of Parent has approved the execution, delivery and delivery by Washington performance of this Agreement and each other Transaction Document to which it is or will be a party, the performance prior to Closing by Washington of its obligations hereunder and thereunder, and the consummation by Washington of the transactions contemplated hereby and thereby (hereby, including the Washington Pre-Closing Reorganization)Merger and the Equity Financing, have beenand the board of directors of Merger Sub has unanimously (i) determined that it is in the best interests of Merger Sub and its sole stockholder, or, with respect to such other Transaction Documents to be entered into as of the Closing, will be as of the Closing, duly and validly authorized by all requisite limited liability company action, subject only, with respect to the Washington Mergerdeclared it advisable, to receipt of the Washington Equityholder Consent. Other than the Washington Equityholder Consent with respect to the Washington Merger, no other equityholder action of Washington, approval or vote is or shall be required to approve and adopt enter into this Agreement, (ii) authorized and approved the Chicago Transaction execution, delivery and performance of this Agreement or to consummate any and the consummation of the transactions contemplated hereby or therebyhereby, including the Washington Merger. Prior , and (iii) resolved to recommended that Parent, as the sole stockholder of Merger Sub, adopt this Agreement and directed that such matter be submitted for consideration of the sole stockholder of Merger Sub.
(b) Except for the adoption of this Agreement by ▇▇▇▇▇▇, as the sole stockholder of Merger Sub (which such adoption shall occur immediately following the execution of this Agreement and be delivered to the Chicago Transaction Company immediately following execution of this Agreement) and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate or similar proceedings on the board part of managers of Washington, by resolution, has (i) approved and authorized Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement and the Chicago Transaction Agreement, (ii) approved the consummation of the transactions contemplated hereby and thereby, including the Washington Merger, (iii) determined that the execution and delivery of this Agreement and the Chicago Transaction Agreement and the consummation hereby. No vote of the transactions contemplated hereby and thereby are advisable, (iv) recommended that the requisite equityholders of Washington approve and adopt this Agreement and Parent or the holders of any other securities of Parent (equity or otherwise) is required by any applicable Law, the certificate of incorporation or bylaws or other equivalent organizational documents of Parent in order for Parent to consummate the transactions contemplated hereby, including the Washington Merger, and (v) directed that this Agreement and the Washington Merger be submitted to the requisite equityholders of Washington for their approval and adoption in accordance with the DLLCA. No “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” Law is applicable to this Agreement or the transactions contemplated hereby, including the Washington Merger.
(b) Washington has all requisite limited liability company power and authority to carry on its business as it pertains to the Washington Business as currently conducted and to own, lease and operate its properties and assets, except where the failure to have such power and authority would not be, individually or in the aggregate, material to Washington and its Subsidiaries, taken as a whole.
(c) This Agreement has been duly and validly executed and delivered by Washington ▇▇▇▇▇▇ and Merger Sub and, assuming this Agreement has been duly executed and delivered by constitutes the other Parties, constitutes a valid and binding obligation of Washington, and each other Transaction Document (to which Washington is or will be party) has been, or will be as agreement of the ClosingCompany, duly executed and delivered by Washington and, assuming such Transaction Document has been duly executed and delivered by each other party thereto, this Agreement constitutes or will constitute a the valid and binding obligation agreement of WashingtonParent and Merger Sub, in each case enforceable against Washington each of Parent and Merger Sub in accordance with its terms, except as enforcement may be limited by subject to the Enforceability Exceptions.
Appears in 1 contract
Authority; Enforceability. (a) Washington Each Seller and each Selling Shareholder has all the requisite limited liability company legal and beneficial right, authority, power and authority capacity to (i) execute and deliver this Agreement and each other Transaction Document certificate, document and agreement to which it is be executed by such Seller or will be a partySelling Shareholder in connection herewith (collectively, to with this Agreement, the “Seller Documents”) and (ii) perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebythereunder. The execution and delivery by Washington of this Agreement and each other Transaction Document to which it is or will be a party, the performance prior to Closing by Washington of its obligations hereunder and thereunder, and the consummation by Washington of the transactions contemplated hereby and thereby (including the Washington Pre-Closing Reorganization), have been, or, with respect to such other Transaction Seller Documents to be entered into as of the Closing, will be as of the Closing, duly and validly authorized by all requisite limited liability company action, subject only, with respect to the Washington Merger, to receipt of the Washington Equityholder Consent. Other than the Washington Equityholder Consent with respect to the Washington Merger, no other equityholder action of Washington, approval or vote is or shall be required to approve and adopt this Agreement, the Chicago Transaction Agreement or to consummate any of the transactions contemplated hereby or thereby, including the Washington Merger. Prior to the execution of this Agreement and the Chicago Transaction Agreement, the board of managers of Washington, by resolution, has (i) approved and authorized the execution and delivery of this Agreement and the Chicago Transaction Agreement, (ii) approved the consummation of the transactions contemplated hereby and thereby, including the Washington Merger, (iii) determined that the execution and delivery of this Agreement and the Chicago Transaction Agreement and the consummation of the transactions contemplated hereby thereby have been duly and thereby are advisablevalidly authorized by each such Seller or Selling Shareholder party thereto. This Agreement has been duly and validly executed and delivered by the Sellers and the Selling Shareholders and, (iv) recommended that assuming the requisite equityholders due and valid authorization, execution, and delivery of Washington approve and adopt this Agreement by the Buyer Entities, will constitute a legal, valid and binding obligation of the Sellers and the transactions contemplated herebySelling Shareholders, including the Washington Merger, enforceable against each Seller and (v) directed that this Agreement and the Washington Merger be submitted to the requisite equityholders of Washington for their approval and adoption each Selling Shareholder in accordance with its terms. Upon execution and delivery by the DLLCA. No “moratorium,” “control share,” “fair price,” “takeover” Sellers and the other Selling Shareholders of each other Seller Document, assuming the due and valid authorization, execution, and delivery of such Seller Document by the applicable Buyer Entity or “interested stockholder” Law is applicable to this Agreement or Buyer Entities party thereto, such Seller Document will constitute the transactions contemplated herebylegal, including the Washington Mergervalid and binding obligation of each Seller and each Selling Shareholder party thereto, enforceable against it in accordance with its terms.
(b) Washington Each Seller Foreign Entity has all the requisite limited liability company right, authority, power and authority capacity to carry on its business as execute and deliver each certificate, document and agreement to be executed by it pertains to in connection herewith (collectively, the Washington Business as currently conducted “Seller Foreign Entity Documents”) and to own, lease perform its obligations thereunder. The execution and operate its properties delivery of the Seller Foreign Entity Documents and assets, except where the failure to consummation of the transactions contemplated thereby have such power and authority would not be, individually or in the aggregate, material to Washington and its Subsidiaries, taken as a whole.
(c) This Agreement has been duly executed and delivered validly authorized by Washington andeach Seller Foreign Entity party thereto, and no other proceedings on the part of any Seller Foreign Entity are necessary to authorize, execute and deliver any Seller Foreign Entity Document or to consummate the transactions contemplated thereby. Upon execution and delivery by each Seller Foreign Entity of each Seller Foreign Entity Document to which it is a party, assuming this Agreement has been duly executed the due and delivered valid authorization, execution, and delivery of such Seller Foreign Entity Document by the other Partiesapplicable Buyer Entity or Buyer Entities party thereto, constitutes such Seller Foreign Entity Document shall constitute a legal, valid and binding obligation of Washington, and each other Transaction Document (to which Washington is or will be party) has been, or will be as of the Closing, duly executed and delivered by Washington and, assuming such Transaction Document has been duly executed and delivered by each other Seller Foreign Entity party thereto, constitutes or will constitute a valid and binding obligation of Washington, in each case enforceable against Washington it in accordance with its terms. Notwithstanding anything herein to the contrary, except as enforcement may be the representations and warranties set forth in this Section 2.2(b) are, with respect to the Seller Foreign JVs, limited by to the Enforceability ExceptionsSellers’ Knowledge.
Appears in 1 contract
Authority; Enforceability. (a) Washington Each of Purchaser, Bank Debt Merger Sub and Bond Debt Merger Sub has all requisite corporate, limited partnership or limited liability company company, as applicable, power and authority to execute and deliver this Agreement and each other Transaction Document to which it is or will be a party, and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Washington each of Purchaser, Bank Debt Merger Sub and Bond Debt Merger Sub of this Agreement and the execution and delivery by each of Purchaser, Bank Debt Merger Sub, Bond Debt Merger Sub or any of their applicable Affiliates of each other Transaction Document to which it is or any of them will be a party, the performance prior to Closing by Washington each of its Purchaser, Bank Debt Merger Sub, Bond Debt Merger Sub and any such applicable Affiliate of their respective obligations hereunder and and/or thereunder, and the consummation by Washington each of Purchaser, Bank Debt Merger Sub, Bond Debt Merger Sub and any such applicable Affiliate of the transactions contemplated hereby and thereby (including the Washington Pre-Closing Reorganization)thereby, have been, or, with respect to such other Transaction Documents to be entered into as of the ClosingDocuments, will be have been as of the Closing, duly and validly authorized by all requisite corporate, limited partnership or limited liability company company, as applicable, action, subject only, with respect to the Washington Merger, to receipt of the Washington Equityholder Consent. Other than the Washington Equityholder Consent with respect to the Washington Merger, no other equityholder action of Washington, approval or vote is or shall be required to approve and adopt this Agreement, the Chicago Transaction Agreement or to consummate any of the transactions contemplated hereby or thereby, including the Washington Merger. Prior to the execution of this Agreement and the Chicago Transaction Agreement, the board of managers of Washington, by resolution, has (i) approved and authorized the execution and delivery of this Agreement and the Chicago Transaction Agreement, (ii) approved the consummation of the transactions contemplated hereby and thereby, including the Washington Merger, (iii) determined that the execution and delivery of this Agreement and the Chicago Transaction Agreement and the consummation of the transactions contemplated hereby and thereby are advisable, (iv) recommended that the requisite equityholders of Washington approve and adopt this Agreement and the transactions contemplated hereby, including the Washington Merger, and (v) directed that this Agreement and the Washington Merger be submitted to the requisite equityholders of Washington for their approval and adoption in accordance with the DLLCA. No “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” Law is applicable to this Agreement or the transactions contemplated hereby, including the Washington Merger.
(b) Washington Each of Purchaser, Bank Debt Merger Sub and Bond Debt Merger Sub has all requisite corporate, limited partnership or limited liability company company, as applicable, power and authority to carry on its business as it pertains to the Washington Business as currently is now being conducted and to own, lease and operate its properties and assets, except where the failure to have such power and authority would not behave, individually or in the aggregate, material to Washington and its Subsidiaries, taken as a wholePurchaser Material Adverse Effect.
(c) This Agreement has been duly executed and delivered by Washington each of Purchaser, Bank Debt Merger Sub and Bond Debt Merger Sub and, assuming this Agreement has been duly executed and delivered by Seller and the other PartiesPurchased Entity, constitutes a valid and binding obligation of WashingtonPurchaser, Bank Debt Merger Sub and Bond Debt Merger Sub, and each other Transaction Document (to which Washington is or will be party) has been, been or will be as of the Closing, duly executed and delivered by Washington Purchaser, Bank Debt Merger Sub, Bond Debt Merger Sub or their applicable Affiliate that will be a party thereto and, assuming such Transaction Document has been duly executed and delivered by each other Seller Entity that will be a party thereto, constitutes or will constitute a valid and binding obligation of Washingtoneach of Purchaser, Bank Debt Merger Sub and Bond Debt Merger Sub and any such applicable Affiliate of Purchaser, Bank Debt Merger Sub and Bond Debt Merger Sub, in each case enforceable against Washington Purchaser, Bank Debt Merger Sub and Bond Debt Merger Sub and any such applicable Affiliate of Purchaser, Bank Debt Merger Sub and Bond Debt Merger Sub, as applicable, in accordance with its terms, except as enforcement may be limited by the Enforceability Exceptionsbankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law).
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Sources: Purchase and Sale Agreement (Fidelity National Information Services, Inc.)