Common use of Authority; Non-Contravention; Approvals Clause in Contracts

Authority; Non-Contravention; Approvals. (a) The Shareholders have the power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, and the consummation by the Shareholders of the transactions contemplated hereby, have been duly authorized and approved by the Shareholders and no other legal proceedings are necessary to authorize the execution and delivery of this Agreement and the consummation by the Shareholders of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of the Shareholders and, assuming the due authorization, execution and delivery hereof by Gateway, constitutes a valid and binding agreement of each of the Shareholders, enforceable against each such Shareholder, in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (b) general equitable principles.

Authority; Non-Contravention; Approvals. (a) The Shareholders PalEx and Subsidiary have the full corporate power and authority to execute, deliver and perform enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, and the consummation by the Shareholders of the transactions contemplated hereby, have This Agreement has been duly authorized and approved by the Shareholders Board of Directors and stockholders of PalEx and Subsidiary, and no other legal corporate proceedings on the part of PalEx and Subsidiary are necessary to authorize the execution and delivery of this Agreement and or the consummation by the Shareholders PalEx and Subsidiary of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of the Shareholders PalEx and Subsidiary, and, assuming the due authorization, execution and delivery hereof by Gatewaythe Company and the Stockholders, constitutes a valid and legally binding agreement of each of the Shareholders, PalEx and Subsidiary enforceable against each such Shareholder, of them in accordance with its terms, except that such enforcement may be subject to (ai) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (bii) general equitable principles.

Authority; Non-Contravention; Approvals. (a) The Shareholders PalEx and Subsidiary have the full corporate power and authority to execute, deliver and perform enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, and the consummation by the Shareholders of the transactions contemplated hereby, have This Agreement has been duly authorized and approved by the Shareholders Board of Directors and stockholders of PalEx and Subsidiary, and no other legal corporate proceedings on the part of PalEx or Subsidiary are necessary to authorize the execution and delivery of this Agreement and or the consummation by the Shareholders PalEx and Subsidiary of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of the Shareholders PalEx and Subsidiary, and, assuming the due authorization, execution and delivery hereof by Gatewaythe Company and the Stockholders, constitutes a valid and legally binding agreement of each of the Shareholders, PalEx and Subsidiary enforceable against each such Shareholder, of them in accordance with its terms, except that such enforcement may be subject to (ai) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (bii) general equitable principles.

Authority; Non-Contravention; Approvals. (a) The Shareholders PalEx and Subsidiary have the full corporate power and authority to execute, deliver and perform enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, and the consummation by the Shareholders of the transactions contemplated hereby, have This Agreement has been duly authorized and approved by the Shareholders Board of Directors and stockholders of PalEx and Subsidiary, and no other legal corporate proceedings on the part of PalEx or Subsidiary are necessary to authorize the execution and delivery of this Agreement and or the consummation by the Shareholders PalEx and Subsidiary of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of the Shareholders PalEx and Subsidiary, and, assuming the due authorization, execution and delivery hereof by Gatewaythe Company and the Stockholder, constitutes a valid and legally binding agreement of each of the Shareholders, PalEx and Subsidiary enforceable against each such Shareholder, of them in accordance with its terms, except that such enforcement may be subject to (ai) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (bii) general equitable principles.

Authority; Non-Contravention; Approvals. (a) The Shareholders have the Such Shareholder has full power and authority to execute, execute and deliver and perform this Agreement and to consummate sell, transfer and deliver the transactions contemplated hereby. The execution and delivery shares of this Agreement, and the consummation by the Shareholders Common Stock of the transactions contemplated herebyCompany to be sold by such Shareholder. If such Shareholder is an entity, have this Agreement has been duly authorized and approved by the Shareholders board of directors, general partner(s) or manager(s)/member(s), as applicable, of such Shareholder, and no other legal proceedings on the part of such Shareholder are necessary to authorize the execution and delivery of this Agreement and or the consummation by the Shareholders such Shareholder of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of the Shareholders such Shareholder and, assuming the due authorization, execution and delivery hereof by Gatewaythe Purchaser, constitutes a valid and legally binding agreement of each of the Shareholderssuch Shareholder, enforceable against each such Shareholder, Shareholder in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' ’ rights generally and (b) general equitable principles.

Authority; Non-Contravention; Approvals. (a) The Shareholders have the Purchaser has full corporate power and authority to execute, execute and deliver and perform this Agreement and and, subject to the Purchaser Required Statutory Approvals (as defined in Section 4.3(c)), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, and the consummation by the Shareholders of the transactions contemplated hereby, have This Agreement has been duly authorized and approved by the Shareholders Board of Directors of the Purchaser and no other legal corporate proceedings on the part of Purchaser are necessary to authorize the execution and delivery of this Agreement and or the consummation by the Shareholders Purchaser of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of the Shareholders Purchaser, and, assuming the due authorization, execution and delivery hereof by Gatewaythe other Parties, constitutes a valid and legally binding agreement of each of the Shareholders, Purchaser enforceable against each such Shareholder, Purchaser in accordance with its terms, except that such enforcement may be subject to (ai) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (bii) general equitable principles.

Authority; Non-Contravention; Approvals. (a) The Shareholders Parent and Subsidiary each have the full corporate power and authority to execute, deliver and perform enter into this Agreement and to consummate the Offer, the Merger and the other transactions contemplated hereby. The execution and delivery of this Agreement, and the consummation by the Shareholders of the transactions contemplated hereby, have This Agreement has been duly authorized and approved by the Shareholders Boards of Directors of Parent and Subsidiary and the sole stockholder of Subsidiary, and no other legal corporate proceedings on the part of Parent or Subsidiary are necessary to authorize the execution and delivery of this Agreement and or the consummation by the Shareholders Parent and Subsidiary of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of the Shareholders Parent and Subsidiary, and, assuming the due authorization, execution and delivery hereof by Gatewaythe Company, constitutes a valid and legally binding agreement of each of the Shareholders, Parent and Subsidiary enforceable against each such Shareholder, of them in accordance with its terms, except that such enforcement may be subject to (ai) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (bii) general equitable principles.

Authority; Non-Contravention; Approvals. (a) The Shareholders have Multi-Cell has the power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, and the consummation by the Shareholders Multi-Cell of the transactions contemplated hereby, have been duly authorized and approved by the Shareholders Shareholder of Multi-Cell and the Shareholder and no other legal proceedings are necessary to authorize the execution and delivery of this Agreement and the consummation by the Shareholders Multi-Cell of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of the Shareholders Multi-Cell and, assuming the due authorization, execution and delivery hereof by GatewayExten, the Trust and the Shareholder, constitutes a valid and binding agreement of each of the ShareholdersMulti-Cell, enforceable against each such ShareholderMulti-Cell, in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (b) general equitable principles.

Authority; Non-Contravention; Approvals. (a) The Shareholders have Shareholder has the power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, and the consummation by the Shareholders Shareholder of the transactions contemplated hereby, have been duly authorized and approved by the Shareholders Co-Executors of the Shareholder and no other legal proceedings are necessary to authorize the execution and delivery of this Agreement and the consummation by the Shareholders Shareholder of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of the Shareholders Shareholder and, assuming the due authorization, execution and delivery hereof by GatewayExten, the Trust and Multi-Cell, constitutes a valid and binding agreement of each of the ShareholdersShareholder, enforceable against each such the Shareholder, in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (b) general equitable principles.

Authority; Non-Contravention; Approvals. (a) The Seller has full corporate power and authority and each of the Shareholders have the has all requisite power and authority to execute, deliver and perform enter into this Agreement and to consummate the transactions contemplated herebyContemplated Transactions. The execution and delivery of this Agreement, This Agreement and the consummation by the Shareholders of the transactions contemplated hereby, Contemplated Transactions have been duly authorized and approved by the Shareholders directors and shareholders of Seller, and no other legal corporate proceedings or approvals on the part of Seller or the Shareholders are necessary to authorize the execution and delivery of this Agreement and or the consummation by the Shareholders of the transactions contemplated herebyContemplated Transactions. This Agreement has been duly and validly executed and delivered by each of Seller and the Shareholders Shareholders, and, assuming the due authorization, execution and delivery hereof by GatewayBuyer, constitutes a valid and legally binding agreement of each of Seller and the Shareholders, enforceable against each such Shareholder, Seller and the Shareholders in accordance with its terms, except that such enforcement as the same may be subject to (a) limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting or relating to the enforcement of creditors' rights generally generally, now or hereafter in effect, and (b) general subject to the availability of equitable principlesremedies.

Authority; Non-Contravention; Approvals. (a) The Shareholders have the power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, and the consummation by the Shareholders of the transactions contemplated hereby, have been duly authorized and approved by the Shareholders and no other legal proceedings are necessary to authorize the execution and delivery of this Agreement and the consummation by the Shareholders of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of the Shareholders and, assuming the due authorization, execution and delivery hereof by Gatewaythe Buyer, constitutes a valid and binding agreement of each of the Shareholders, enforceable against each such Shareholder, in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (b) general equitable principles.

Authority; Non-Contravention; Approvals. (a) The Shareholders have the Company has full corporate power and authority to execute, deliver and perform enter into this Agreement and, subject to the Company Stockholders' Approval (as defined in Section 6.2 below), and to consummate the transactions contemplated hereby. The Company's execution and delivery of this Agreement, and the its consummation by the Shareholders of the transactions contemplated hereby, have been duly authorized and approved by the Shareholders its Board of Directors and no other legal corporate proceedings on its part are necessary to authorize the its execution and delivery of this Agreement and the its consummation by the Shareholders of the transactions contemplated hereby, except for the Company Stockholders' Approval and the making of the Merger Filings. This Agreement has been duly and validly executed and delivered by each of the Shareholders andCompany, assuming the due authorization, execution and delivery hereof by Gateway, constitutes a its valid and binding agreement of each of the Shareholdersagreement, enforceable against each such Shareholder, it in accordance with its terms, except that such enforcement may be subject to (ai) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (bii) general equitable principlesprinciples (the "Bankruptcy Exception").

Authority; Non-Contravention; Approvals. (a) The Shareholders have the Buyer has full corporate power and authority to execute, deliver and perform enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, and the consummation by the Shareholders Buyer of the transactions contemplated hereby, have been duly authorized and approved by the Shareholders Buyer's Board of Directors and no other legal corporate proceedings on the part of the Buyer are necessary to authorize the execution and delivery of this Agreement and the consummation by the Shareholders Buyer of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of the Shareholders Buyer and, assuming the due authorization, execution and delivery hereof by Gatewaythe Shareholders, constitutes a valid and binding agreement of each of the ShareholdersBuyer, enforceable against each such Shareholder, the Buyer in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (b) general equitable principles.