Authority; No Conflict; Required Filings and Consents. (a) Each of the Buyer and the Transitory Subsidiary has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Buyer and the Transitory Subsidiary have been duly authorized by all necessary corporate action on the part of each of the Buyer and the Transitory Subsidiary. This Agreement has been duly executed and delivered by each of the Buyer and the Transitory Subsidiary and constitutes the valid and binding obligation of each of the Buyer and the Transitory Subsidiary, enforceable against each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception.
Appears in 10 contracts
Samples: Agreement and Plan of Merger (Centessa Pharmaceuticals LTD), Agreement and Plan of Merger (Brooktrout Inc), Agreement and Plan of Merger (Brooktrout Inc)
Authority; No Conflict; Required Filings and Consents. (a) Each of the Buyer and the Transitory Subsidiary has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Buyer and the Transitory Subsidiary have been duly authorized by all necessary corporate action on the part of each of the Buyer and the Transitory Subsidiary (including the approval of the Merger by the Buyer in its capacity as the sole stockholder of the Transitory Subsidiary). This Agreement has been duly executed and delivered by each of the Buyer and the Transitory Subsidiary and constitutes the valid and binding obligation of each of the Buyer and the Transitory Subsidiary, enforceable against each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Infospace Inc), Agreement and Plan of Merger (Epresence Inc), Agreement and Plan of Merger (Danaher Corp /De/)
Authority; No Conflict; Required Filings and Consents. (a) Each of the Buyer and the Transitory Subsidiary has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated by this Agreement by the Buyer and the Transitory Subsidiary have been duly authorized by all necessary corporate action on the part of each of the Buyer and the Transitory Subsidiary. This Agreement has been duly executed and delivered by each of the Buyer and the Transitory Subsidiary and constitutes the valid and binding obligation of each of the Buyer and the Transitory Subsidiary, enforceable against each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Kronos Inc), Agreement and Plan of Merger (Google Inc.), Agreement and Plan of Merger (Stride Rite Corp)
Authority; No Conflict; Required Filings and Consents. (a) Each of the Buyer and the Transitory Subsidiary has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Buyer and the Transitory Subsidiary have been duly authorized by all necessary corporate action on the part of each of the Buyer and the Transitory Subsidiary (including the approval of the Merger by the Buyer as the sole stockholder of the Transitory Subsidiary). This Agreement and has been duly executed and delivered by each of the Buyer and the Transitory Subsidiary and constitutes the valid and binding obligation of each of the Buyer and the Transitory Subsidiary, enforceable against each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Flycast Communications Corp), Agreement and Plan of Merger (Prodigy Communications Corp), Agreement and Plan of Merger (Prodigy Communications Corp)
Authority; No Conflict; Required Filings and Consents. (a) Each of the Buyer and the Transitory Subsidiary has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Buyer and the Transitory Subsidiary have been duly authorized by all necessary corporate action on the part of each of the Buyer and the Transitory Subsidiary, including the approval of the Merger by the Buyer in its capacity as sole stockholder of the Transitory Subsidiary. This Agreement has been duly executed and delivered by each of the Buyer and the Transitory Subsidiary and constitutes the valid and binding obligation of each of the Buyer and the Transitory Subsidiary, enforceable against each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Cmgi Inc), Agreement and Plan of Merger and Reorganization (Cmgi Inc)
Authority; No Conflict; Required Filings and Consents. (a) Each of the Buyer and the Transitory Offering Subsidiary has all requisite corporate power and authority to enter into this Agreement and to consummate the Offer and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the Offer and the other transactions contemplated by this Agreement by the Buyer and the Transitory Offering Subsidiary have been duly authorized by all necessary corporate action on the part of each of the Buyer and the Transitory Offering Subsidiary. This Agreement has been duly executed and delivered by each of the Buyer and the Transitory Offering Subsidiary and constitutes the valid and binding obligation of each of the Buyer and the Transitory Offering Subsidiary, enforceable against each of them the Buyer and the Offering Subsidiary in accordance with its terms, subject to the Bankruptcy and Equity Exception.
Appears in 2 contracts
Samples: Combination Agreement (WiderThan Co., Ltd.), Combination Agreement (Realnetworks Inc)
Authority; No Conflict; Required Filings and Consents. (a) Each of the Buyer and the Transitory Subsidiary has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Buyer and the Transitory Subsidiary have been duly authorized by all necessary corporate action on the part of each of the Buyer and the Transitory Subsidiary. This Agreement has been duly executed and delivered by each of the Buyer and the Transitory Subsidiary and and, when executed by the Company, constitutes the valid and binding obligation of each of the Buyer and the Transitory Subsidiary, enforceable against each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Merit Medical Systems Inc), Agreement and Plan of Merger (Biosphere Medical Inc)
Authority; No Conflict; Required Filings and Consents. (a) Each of the Buyer and the Transitory Subsidiary has all requisite corporate power and authority to enter into this Agreement and to perform its obligations under this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Buyer and the Transitory Subsidiary have been duly authorized by all necessary corporate action on the part of each of the Buyer and the Transitory Subsidiary. This Agreement has been duly executed and delivered by each of the Buyer and the Transitory Subsidiary and constitutes the valid and binding obligation of each of the Buyer and the Transitory Subsidiary, enforceable against each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Science & Engineering, Inc.)
Authority; No Conflict; Required Filings and Consents. (a) Each of the Buyer and the Transitory Subsidiary has all requisite corporate power and authority to enter into execute and deliver this Agreement and to consummate the transactions contemplated by this Agreementperform its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Buyer and the Transitory Subsidiary of this Agreement and the consummation by the Buyer and the Transitory Subsidiary of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each of the Buyer and the Transitory Subsidiary, respectively. This Agreement has been duly and validly executed and delivered by each of the Buyer and the Transitory Subsidiary and constitutes the a valid and binding obligation of each of the Buyer and the Transitory Subsidiary, enforceable against each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Bottomline Technologies Inc /De/)
Authority; No Conflict; Required Filings and Consents. (a) Each of the Buyer and the Transitory Subsidiary has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Buyer and the Transitory Subsidiary have been duly authorized by all necessary corporate action on the part of each of the Buyer and the Transitory Subsidiary. This Agreement has been duly executed and delivered by each of the Buyer and the Transitory Subsidiary and constitutes the valid and binding obligation of each of the Buyer and the Transitory Subsidiary, enforceable against each of them in accordance with its terms, subject to the Bankruptcy bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and Equity Exceptionsimilar laws of general applicability relating to or affecting creditors' rights and to general equity principles.
Appears in 1 contract
