Authority of Shareholders. Each Shareholder has full power, authority and legal capacity to execute, deliver, and perform this Agreement and all other agreements and documents contemplated by this Agreement to be executed and delivered by such Shareholder in connection with the transactions contemplated hereby (all such other agreements and documents are referred to as the "Related Agreements").
Authority of Shareholders. Unless specifically authorized by the Manager, no Shareholder, in its capacity as such, shall be an agent of the Company or have any right, power or authority to act for or to bind the Company or to undertake or assume any obligation or responsibility of the Company or of any other Shareholder.
Authority of Shareholders. Each Shareholder has the full capacity, power and authority to enter into this Agreement and the Ancillary Agreements to which such Shareholder is a party and to consummate the transactions contemplated hereby and thereby and to comply with the terms, conditions and provisions hereof and hereof. This Agreement and the Ancillary Agreements to which a Shareholder is a Party has been duly authorized, executed and delivered by each Shareholder and are the legal, valid and binding obligations of such Shareholder, enforceable against such Shareholder in accordance with its terms. No notices to, declaration, filing or registration with, approvals or consents of, or assignments by, any Persons (including Governmental Authorities) are necessary to be made or obtained by the Company or the Shareholders in connection with the execution, delivery or performance by the Company or any of the Shareholders of this Agreement.
Authority of Shareholders. A Shareholder:
Authority of Shareholders. Section 2.4 Absence of Conflicts and Consent Requirements Section 2.5 Financial Statements Section 2.6 Absence of Certain Changes Section 2.7 Title to Purchased Assets Section 2.8 Condition of Tangible Property
Authority of Shareholders. No Breach By Agreement.......... 6 4.4
Authority of Shareholders. Each of the Shareholders has the right and authority, without the prior consent of any other person or entity, to enter into this Agreement and consummate the transactions contemplated hereby. There is no lien, encumbrance or claim by any third person with respect to the Source Stock owned by the Shareholders.
Authority of Shareholders. Each Shareholder that is a natural person has full power and authority and is competent to (i) execute, deliver and perform this Agreement, and each ancillary document which each such Shareholder has executed or delivered or is to execute or deliver pursuant to this Agreement (including the Voting Agreement and Restructuring Agreements), and (ii) carry out each such Shareholder's obligations hereunder and thereunder, without the need for any Governmental Action/Filing (as defined herein). Each Shareholder that is a corporate or other entity has obtained all due authorization and has full power for the execution, delivery and performance of this Agreement and each ancillary document which each such Shareholder has executed or delivered or is to execute or deliver pursuant to this Agreement (including the Voting Agreement and Restructuring Agreements) and to carry out each such Shareholder's obligations hereunder and thereunder without the need for any Governmental Action/Filing. The execution, delivery and performance by each Shareholder of this Agreement and each ancillary document does not and will not conflict with, result in a breach of, or constitute a default or require a consent or action under, any agreement or other instrument to or by which such Shareholder is a party or is bound or to which any of the Shares of such Shareholder are subject, or, to such Shareholder's knowledge, any Legal Requirement (as defined herein) to which such Shareholder is subject, or result in the creation of any Lien (as defined in Section 2.3)
Authority of Shareholders. No Breach By Agreement................. 25 6.3 Purchase for Investment; Accredited Investor Status............... 26 6.4 Statements True and Correct....................................... 26
Authority of Shareholders. Each Shareholder has full and unrestricted legal right, power and authority to enter into this Agreement, and to sell, assign, transfer, and deliver to the Company valid, lawful and marketable title to the CNCG Shares to be sold, assigned and transferred by Shareholder pursuant to this Agreement. Shareholder represents that neither the execution and delivery of this Agreement or any other agreements contemplated hereby nor the consummation of the transactions contemplated hereby will conflict with or result in any violation of, or result in default or loss of a benefit under, or permit the acceleration of any obligation under, any judgment, order, decree, mortgage, contract, agreement, deed of trust, indenture, lease or other instrument or any federal, state or local statute, law, ordinance, rule, or regulation applicable to Shareholder or any of his assets or property or business.
