Common use of Authority of the Company Clause in Contracts

Authority of the Company. (a) The Company has the full right, power and authority to enter into this Agreement and each agreement, document and instrument to be executed and delivered by it pursuant to or as contemplated by this Agreement and to carry out the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the performance of the Company’s obligations hereunder have been duly authorized by all necessary action on the part of the Company. This Agreement and each agreement, document and instrument to be executed and delivered by the Company pursuant to this Agreement constitute, or when executed and delivered will constitute, valid and binding obligations of the Company, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Appears in 2 contracts

Samples: Securities Purchase Agreement, Securities Purchase Agreement (Calumet Specialty Products Partners, L.P.)

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Authority of the Company. (a) The Company has the full right, power and authority to enter into this Agreement and each agreement, document and instrument to be executed and delivered by it pursuant to or as contemplated by this Agreement and to carry out the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the performance of the Company’s obligations hereunder have been duly authorized by all necessary corporate action on the part of the Company. This Agreement and each agreement, document and instrument to be executed and delivered by the Company pursuant to this Agreement constitute, or will when executed and delivered will constitute, valid and binding obligations of the Company, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws Laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Appears in 2 contracts

Samples: Stock Purchase Agreement (Nordson Corp), Stock Purchase Agreement (Nordson Corp)

Authority of the Company. (a) The Company has the full right, power and authority to enter into this Agreement and each agreement, document and instrument to be executed and delivered by it pursuant to or as contemplated by this Agreement and to carry out the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the performance of the Company’s 's obligations hereunder have been duly authorized by all necessary corporate action on the part of the Company. This Agreement and each agreement, document and instrument to be executed and delivered by the Company pursuant to this Agreement constitute, or will when executed and delivered will constitute, valid and binding obligations of the Company, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Appears in 1 contract

Samples: Stock Purchase Agreement (Team Health Inc)

Authority of the Company. (a) The Company has the full right, all necessary corporate power and authority to enter into this Agreement and each agreementAgreement, document and instrument to be executed and delivered by it pursuant to or as contemplated by this Agreement and to carry out its obligations hereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery by the Company of this Agreement Agreement, the performance by the Company of its obligations hereunder and the performance consummation by the Company of the Company’s obligations hereunder transactions contemplated hereby have been duly authorized by all necessary requisite organizational action on the part of the Company. This Agreement and each agreement, document and instrument to be has been duly executed and delivered by the Company pursuant to Company, and (assuming due authorization, execution and delivery by Buyer and the Sellers) this Agreement constitute, or when executed and delivered will constituteconstitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their respective its terms, subject to applicable except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and or similar laws Laws affecting creditors’ rights generally, generally and subject, as to enforceability, to by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). Listed on Section 4.2 of the Disclosure Schedules are the names of all individuals who are duly elected as directors of the Company and duly appointed as officers of the Company.

Appears in 1 contract

Samples: Acquisition Agreement (Acutus Medical, Inc.)

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Authority of the Company. (a) The Company has the full right, all necessary organizational power and authority to enter into this Agreement and each agreementAgreement, document and instrument to be executed and delivered by it pursuant to or as contemplated by this Agreement and to carry out its obligations hereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery by the Company of this Agreement Agreement, the performance by the Company of its obligations hereunder and the performance consummation by the Company of the Company’s obligations hereunder transactions contemplated hereby have been duly authorized by all necessary requisite organizational action on the part of the CompanyCompany and the Members. This Agreement and each agreement, document and instrument to be has been duly executed and delivered by the Company pursuant to Company, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitute, or when executed and delivered will constituteconstitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their respective its terms, subject to applicable except as such enforceability may be limited by bankruptcy, insolvency, reorganization, 20 moratorium and or similar laws Laws affecting creditors’ rights generally, generally and subject, as to enforceability, to by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Appears in 1 contract

Samples: Acquisition Option Agreement (Cardiovascular Systems Inc)

Authority of the Company. (a) The Company has the full right, authority and power and authority to enter into this Agreement and each agreement, document and instrument to be executed and delivered by it pursuant to or as contemplated by this Agreement and to carry out the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the performance of the Company’s obligations hereunder have been duly authorized by all necessary action on the part of the Company. This Agreement and each agreement, document and instrument to be executed and delivered by the Company pursuant to this Agreement constituteand to carry out the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement and each such other agreement, document and instrument have been duly authorized by all necessary action of the Company and no other action on the part of the Company is required in connection therewith. This Agreement and each agreement, document and instrument executed and delivered by the Company pursuant to this Agreement constitutes, or when executed and delivered will constitute, valid and binding obligations of the Company, Company enforceable in accordance with their respective terms, subject to except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and or similar laws affecting creditors’ the enforcement of creditors rights generally, generally and subject, as to enforceability, to by the effect of general principles of equity (regardless of whether enforcement is sought considered in a proceeding in equity or at law or in equitylaw).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ign Entertainment Inc)

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