Authority of the Corporation Sample Clauses

Authority of the Corporation. The execution and delivery by the ---------------------------- Corporation of this Agreement and, subject to the requisite approval of the stockholders of the Corporation, the consummation of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action on the part of the Corporation, including without limitation approval by a vote of the Board of Directors of the Corporation, and this Agreement is a valid and binding obligation of the Corporation, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, liquidation, receivership, conservatorship, insolvency, moratorium, or other similar laws affecting the rights of creditors generally and by general equitable principles (the "Bankruptcy Exception"). Except as set forth in Schedule 4.6, neither the (i) execution and delivery by the Corporation of this Agreement; (ii) the consummation of the Merger or the transactions contemplated hereby; nor (iii) compliance by the Corporation with any of the provisions hereof, will: (a) conflict with or result in a breach of any provision of the certificate of incorporation, as amended, or bylaws, as amended, of the Corporation; (b) subject to receipt of such consents and the giving of such notifications as are set forth in Schedule 4.6, constitute a breach of or result in a default (or give rise to any rights of termination, cancellation or acceleration, or any right to acquire any securities or assets) under any of the terms, conditions, or provisions of any note, bond, mortgage, indenture, franchise, license, permit, agreement, or other instrument or obligation to which the Corporation is a party, or by which the Corporation or any of its properties or assets is bound, if, in any such circumstances, such event would reasonably be expected to have consequences materially adverse to the Corporation; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation applicable to the Corporation or any of its properties or assets, if such violation would reasonably be expected to have consequences materially adverse to the Corporation. Except as set forth in Schedule 4.6, no consent of, approval of, notice to, or filing with any regulatory agency or governmental authority having jurisdiction over any aspect of the business or assets of the Corporation, and no consent of, approval of, or notice to any other Person that, in either case, if not obtained or given ...
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Authority of the Corporation. (a) The execution, delivery and performance of this Agreement and the Related Agreements to which the Corporation is a party and the consummation by the Corporation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action on the part of the
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Authority of the Corporation. All necessary corporate action has been taken by the Corporation to authorize the execution and delivery by the Corporation of this Agreement, the Warrant Indenture, the Warrant Certificate and the Agent's Warrant Certificate and the performance by the Corporation of its obligations hereunder and thereunder, and this Agreement has been duly executed and delivered and constitutes a valid and legally binding obligation of the Corporation, enforceable against it in accordance with its terms and each of the Warrant Indenture, the Warrant Certificate and the Agent's Warrant Certificate will have been duly authorized, executed and delivered by the Corporation at the Closing Time and will constitute at the Closing Time valid and legally binding obligations of the Corporation enforceable against it in accordance with their respective terms.
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Authority of the Corporation. All necessary corporate action has been taken by the Corporation to authorize the execution and delivery by the Corporation of this Agreement, the Warrants, the Broker Warrants and the Warrant Indenture and the performance by the Corporation of its obligations hereunder and thereunder, and this Agreement has been duly executed and delivered and constitutes a valid and legally binding obligation of the Corporation, enforceable against it in accordance with its terms, and the Warrants, the Broker Warrants and the Warrant Indenture will have been duly authorized, executed and delivered by the Corporation at the Closing Time and will constitute at the Closing Time valid and legally binding obligations of the Corporation enforceable against it in accordance with their respective terms.
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Related to Authority of the Corporation

  • Authority of the Company To carry out its purposes, the Company, consistent with and subject to the provisions of this Agreement and applicable law, is empowered and authorized to do any and all acts and things incidental to, or necessary, appropriate, proper, advisable, or convenient for, the furtherance and accomplishment of its purposes.

  • Authority of the Committee The Committee shall have full authority to interpret and construe the terms of the Plan and this Agreement. The determination of the Committee as to any such matter of interpretation or construction shall be final, binding and conclusive.

  • Authority of the Board The Board shall have full authority to interpret and construe the terms of the Plan and this Option Agreement. The determination of the Board as to any such matter of interpretation or construction shall be final, binding and conclusive.

  • Authority of the Manager The Manager for, and in the name and on behalf of the Company, is hereby authorized to:

  • By the Corporation The Corporation shall indemnify and hold harmless, to the extent permitted by law, each Holder, such Holder’s officers, directors, managers, employees, partners, stockholders, members, trustees, Affiliates, agents and representatives, and each Person who controls such Holder (within the meaning of the Securities Act) (the “Holder Indemnified Parties”) against all losses, claims, actions, damages, liabilities and expenses (including with respect to actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) caused by, resulting from, arising out of, based upon or related to any of the following statements, omissions or violations (each a “Violation”) by the Corporation: (i) any untrue or alleged untrue statement of material fact contained in (A) any registration statement, prospectus, preliminary prospectus or Free-Writing Prospectus, or any amendment thereof or supplement thereto or (B) any application or other document or communication (in this Section 7, collectively called an “application”) executed by or on behalf of the Corporation or based upon written information furnished by or on behalf of the Corporation filed in any jurisdiction in order to qualify any securities covered by such registration under the securities laws thereof, (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) any violation or alleged violation by the Corporation of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Corporation and relating to action or inaction required of the Corporation in connection with any such registration, qualification or compliance. In addition, the Corporation will reimburse such Holder Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such losses. Notwithstanding the foregoing, the Corporation shall not be liable in any such case to the extent that any such losses result from, arise out of, are based upon, or relate to an untrue statement or alleged untrue statement, or omission or alleged omission, made in such registration statement, any such prospectus, preliminary prospectus or Free-Writing Prospectus or any amendment or supplement thereto, or in any application, in reliance upon, and in conformity with, written information prepared and furnished in writing to the Corporation by such Holder Indemnified Party expressly for use therein or by such Holder Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Corporation has furnished such Holder Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Corporation shall indemnify such underwriters, their officers and directors, and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holder Indemnified Parties.

  • Authority of Board Nothing contained in this Section 4 shall limit the authority of the Board to take such other action to the extent permitted by law as it deems necessary or advisable to preserve the Company’s status as a non-reporting company under the Exchange Act.

  • Plenary authority of the Board of Trustees The Sub-Adviser and Adviser both acknowledge that the Fund is a mutual fund that operates as a series of the Trust under the authority of the Board of Trustees.

  • Authority of Manager (a) The Manager shall have the exclusive authority to manage the operations and affairs of the Company, shall have the power on behalf and in the name of the Company to carry out any and all of the objects and purposes of the Company, and shall have all authority, rights, and powers conferred by law and those required or appropriate for the management of the Company business.

  • Authority of Committee All determinations made by the Committee with respect to the interpretation, construction and application of any provision of this Agreement shall be final, conclusive and binding on the parties.

  • General Authority of the Collateral Agent By acceptance of the benefits of this Agreement and any other Collateral Documents, each Secured Party (whether or not a signatory hereto) shall be deemed irrevocably (a) to consent to the appointment of the Collateral Agent as its agent hereunder and under such other Collateral Documents, (b) to confirm that the Collateral Agent shall have the authority to act as the exclusive agent of such Secured Party for the enforcement of any provisions of this Agreement and such other Collateral Documents against any Grantor, the exercise of remedies hereunder or thereunder and the giving or withholding of any consent or approval hereunder or thereunder relating to any Collateral or any Grantor’s obligations with respect thereto, (c) to agree that it shall not take any action to enforce any provisions of this Agreement or any other Collateral Document against any Grantor, to exercise any remedy hereunder or thereunder or to give any consents or approvals hereunder or thereunder except as expressly provided in this Agreement or any other Collateral Document and (d) to agree to be bound by the terms of this Agreement and any other Collateral Documents.

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