Common use of Authority for this Agreement Clause in Contracts

Authority for this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, except for the Required Company Vote, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company and no other corporate proceedings on the part of the Company or any of its Affiliates or stockholders are necessary to authorize this Agreement or to consummate the transactions so contemplated, other than, with respect to completion of the Merger, the Required Company Vote. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar Laws generally affecting the rights of creditors and subject to general equity principles.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Juno Lighting Inc), Agreement and Plan of Merger (Fremont Partners Lp), Agreement and Plan of Merger (Square D Co)

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Authority for this Agreement. (a) The Company has all necessary the requisite corporate power and authority to execute and deliver this Agreement and, except for the Required Company Vote, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company and no other corporate proceedings on the part of the Company or any of its Affiliates or stockholders are necessary to authorize this Agreement or to consummate the transactions so contemplated, other than, with respect to completion than the approval and adoption of the Merger, agreement of merger (as such term is used in Section 251 of the Required DGCL) contained in this Agreement and the approval of the Merger by the holders of a majority of the outstanding shares of Company VoteCommon Stock. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes a valid and binding obligation of each of the due authorization, execution and delivery by Parent and Merger the Sub, constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or insolvency and similar Laws laws affecting creditors' rights generally affecting the rights of creditors and subject to general principles of equity principles(whether considered in a proceeding in equity or at law).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Living Centers of America Inc), Agreement and Plan of Merger (Living Centers of America Inc), Agreement and Plan of Merger (New Grancare Inc)

Authority for this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, except for subject to obtaining any necessary stockholder approval of the Required Company Voteagreement of merger (as such term is used in Section 251 of the DGCL) contained in this Agreement, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company and no other corporate proceedings on the part of the Company or any of its Affiliates or stockholders are necessary to authorize this Agreement or to consummate the transactions so contemplated, other than, with respect to completion of the Merger, the Required Company Voteapproval and adoption of the agreement of merger (as such term is used in Section 251 of the DGCL) contained in this Agreement by the holders of a majority of the outstanding Shares prior to the consummation of the Merger (unless the Merger is consummated pursuant to Section 253 of the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by Parent and Merger SubPurchaser, constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar Laws generally affecting the rights of creditors and subject to general equity principles.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Deutsche Bank Ag\), Agreement and Plan of Merger (Deutsche Bank Ag\), Agreement and Plan of Merger (National Discount Brokers Group Inc)

Authority for this Agreement. (a) The Company has all necessary requisite corporate power and authority to execute and deliver this Agreement and, except for the Required Company Vote, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company and no other corporate proceedings on the part of the Company or any of its Affiliates or stockholders are necessary to authorize this Agreement or to consummate the transactions so contemplated, other than, with respect to completion than the approval and adoption of the Merger, agreement of merger (as such term is used in Section 251 of the Required Company VoteDGCL) contained in this Agreement by the holders of a majority of the outstanding Shares prior to the consummation of the Merger (unless the Merger is consummated pursuant to Section 253 of the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or insolvency and similar Laws laws affecting creditors' rights generally affecting the rights of creditors and subject to general principles of equity principles(whether considered in a proceeding in equity or at law).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Dep Corp), Agreement and Plan of Merger (Dep Corp), Agreement and Plan of Merger (Henkel Acquisition Corp Ii)

Authority for this Agreement. (a) The Company has all necessary the requisite corporate power and authority to execute and deliver this Agreement and, except for the Required Company Vote, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company and no other corporate proceedings on the part of the Company or any of its Affiliates or stockholders are necessary to authorize this Agreement or to consummate the transactions so contemplated, other than, with respect to completion than the approval and adoption of the Merger, agreement of merger (as such term is used in Section 251 of the Required Company VoteDGCL) contained in this Agreement and the approval of the Merger by the holders of a majority of the outstanding Shares. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes a valid and binding obligation of each of the due authorization, execution and delivery by Parent and Merger the Sub, constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or insolvency and similar Laws laws affecting creditors' rights generally affecting the rights of creditors and subject to general principles of equity principles(whether considered in a proceeding in equity or at law).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Living Centers of America Inc), Agreement and Plan of Merger (New Grancare Inc), Agreement and Plan of Merger (Chase Equity Associates L P)

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Authority for this Agreement. (a) The Company has all necessary the requisite corporate power and authority to execute and deliver this Agreement and, except for the Required Company Vote, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company and no other corporate proceedings on the part of the Company or any of its Affiliates or stockholders are necessary to authorize this Agreement or to consummate the transactions so contemplated, other than, with respect to completion than the approval and adoption of the Merger, agreement of merger (as such term is used in Section 251 of the Required DGCL) contained in this Agreement and the approval of the Merger by the holders of a majority of the outstanding shares of Company VoteCommon Stock. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes a valid and binding obligation of each of the due authorization, execution and delivery by Parent and Merger the Sub, constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or insolvency and similar Laws laws affecting creditors' rights generally affecting the rights of creditors and subject to general principles of equity principles.(whether considered in a proceeding in equity or at law). Section 3.04

Appears in 1 contract

Samples: And Restated Agreement and Plan of Merger (New Grancare Inc)

Authority for this Agreement. (a) The Company has all necessary corporate the requisite power and authority to execute and deliver this Agreement and, except for the Required Company Vote, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors Trust Managers of the Company and no other corporate proceedings on the part of the Company or any of its Affiliates or stockholders are necessary to authorize this Agreement or to consummate the transactions so contemplated, other than, than the approval and adoption of the plan of merger (as such term is used in the REIT Act) contained in this Agreement and the approval of the Merger by the holders of not less than 66.% of the outstanding Shares. The approval and adoption of the plan of merger contained in this Agreement and the approval of the Merger by holders of not less than 66.% of the outstanding Shares are the only votes of the holders of the Company's capital stock necessary in connection with respect to completion the consummation of the Merger, the Required Company Vote. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution this Agreement constitutes a valid and delivery by Parent and Merger Subbinding obligation of Equity One, constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or insolvency and similar Laws laws affecting creditors' rights generally affecting the rights of creditors and subject to general principles of equity principles(whether considered in a proceeding in equity or at law).

Appears in 1 contract

Samples: Agreement and Plan of Merger (United Investors Realty Trust)

Authority for this Agreement. (a) The Company has all necessary corporate the requisite power and authority to execute and deliver this Agreement and, except for the Required Company Vote, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors Trust Managers of the Company and no other corporate proceedings on the part of the Company or any of its Affiliates or stockholders are necessary to authorize this Agreement or to consummate the transactions so contemplated, other than, than the approval and adoption of the plan of merger (as such term is used in the REIT Act) contained in this Agreement and the approval of the Merger by the holders of not less than 66⅔% of the outstanding Shares. The approval and adoption of the plan of merger contained in this Agreement and the approval of the Merger by holders of not less than 66⅔% of the outstanding Shares are the only votes of the holders of the Company's capital stock necessary in connection with respect to completion the consummation of the Merger, the Required Company Vote. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution this Agreement constitutes a valid and delivery by Parent and Merger Subbinding obligation of Equity One, constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or insolvency and similar Laws laws affecting creditors' rights generally affecting the rights of creditors and subject to general principles of equity principles(whether considered in a proceeding in equity or at law).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Equity One Inc)

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