AUTHORITY OF THE SHAREHOLDERS Sample Clauses

AUTHORITY OF THE SHAREHOLDERS. Each Share holder has the full right, capacity and authority to enter into and perform this Agreement and the other documents to be executed by such Shareholder as provided in this Agreement, and to consummate the transactions contemplated hereby and thereby. For each Shareholder that is a trust, the execution, delivery and performance of this Agreement is within such trust's powers, and each of the undersigned trustees of such trust has all requisite authority to enter into this Agreement on behalf of such trust. This Agreement constitutes, and upon execution and delivery by each Shareholder, each of such other documents will constitute, the legal, valid and binding obligations of the Shareholders enforceable against them in accordance with their respective terms. Neither the execution, delivery nor performance of this Agreement or any of such other documents, nor the consummation of the transactions contemplated hereby or thereby, will: (i) result in a violation or breach of any term or provision of, constitute a default or acceleration under, require notice to or consent of any third party to, or result in the creation of any Lien by virtue of (x) the Articles of Incorporation or Bylaws of the Company or any Subsidiary or the trust documents of any Shareholder that is a trust or (y) any contract, agreement, lease, license or other commitment to which the Company, any Subsidiary or any Shareholder is a party or by which the Company, any such Subsidiary or any such Shareholder or his, her or its respective assets or properties are bound, other than those contracts and commitments described on Schedule 5.26 (provided, however, that all necessary consents under the Stahl Agreement have been dxxx xnd validly obtained); nor (ii) violate any statute or any order, writ, injunction or decree of any court, administrative agency or governmental body, other than the filing of a notification of change of ownership with the California Department of Consumer Affairs (the "CDCA Consent").
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AUTHORITY OF THE SHAREHOLDERS. Each Shareholder has full authority to enter into this Agreement and the Documents (as hereafter defined) to which he, she or it is a party, and to perform his, her or its obligations hereunder and thereunder, and neither the execution, delivery nor performance by such Shareholder of this Agreement or such Documents will result in a violation or breach of any term or provision of, nor con-
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AUTHORITY OF THE SHAREHOLDERS. Each Shareholder has full authority to enter into this Agreement and the Documents to which he or she is a party and to perform his or her obligations hereunder and thereunder, and neither the execution, delivery nor performance of this Agreement or such other Documents by such Shareholder will result in a violation or breach of any material term or provision of, nor constitute a default under, any Contract to which such Shareholder is a party or by which he, she or any of the Assets are bound, or violate any Order. This Agreement is, and such other Documents upon their execution and delivery as herein provided will be, valid and binding obligations of the Shareholders enforceable against each of them in accordance with their respective terms.
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AUTHORITY OF THE SHAREHOLDERS. Each Shareholder has the full right, capacity and authority to enter into and perform this Agreement and the other documents to be executed by such Shareholder as provided in this Agreement, and to consummate the transactions contemplated hereby and thereby. This Agreement constitutes, and upon execution and delivery by each Shareholder, each of such other documents will constitute, the legal, valid and binding obligations of the Shareholders enforceable against them in accordance with their respective terms. Neither the execution, delivery nor performance of this Agreement or any of such other documents, nor the consummation of the transactions contemplated hereby or thereby, will: (i) result in a violation or breach of any term or provision of, constitute a default or acceleration under, require notice to or consent of any third party to, or result in the creation of any Lien by virtue of (x) the Articles of Incorporation or Bylaws of the Company, or (y) any contract, agreement, lease, license or other commitment to which the Company or either Shareholder is a party or by which the Company or any such Shareholder or his or its respective assets or properties are bound; nor (ii) violate any statute or any order, writ, injunction or decree of any court, administrative agency or governmental body.
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AUTHORITY OF THE SHAREHOLDERS. No Violations. 9 3A.2 Title to the Subject Shares. 11
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AUTHORITY OF THE SHAREHOLDERS. The Shareholders have 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 shares of PHS held by the Shareholders.
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Related to AUTHORITY OF THE SHAREHOLDERS

  • Covenants of the Shareholders Each Shareholder hereby covenants and agrees that:

  • Authorization of the Shares The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and the issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares.

  • Covenants of the Shareholder 2.1 The Shareholder hereby covenants and agrees that it shall, from the date hereof until the termination of this Agreement pursuant to Article 6:

  • Covenants of the Selling Shareholders Each Selling Shareholder, severally and not jointly, covenants with each Underwriter as follows:

  • Expenses of the Selling Shareholders The Selling Shareholders, jointly and severally, will pay all expenses incident to the performance of their respective obligations under, and the consummation of the transactions contemplated by, this Agreement, including (i) any stamp and other duties and stock and other transfer taxes, if any, payable upon the sale of the Securities to the Underwriters and their transfer between the Underwriters pursuant to an agreement between such Underwriters, and (ii) the fees and disbursements of their respective counsel and other advisors.

  • Covenants of the Stockholders Each of the Stockholders, severally and not jointly, agrees as follows:

  • LIABILITY OF THE SUB-ADVISER (a) The Sub-Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in the Fund's Disclosure Documents.

  • Authorization of the Sponsor Warrants The Company has duly authorized the issuance and sale of the Sponsor Warrants to the Purchaser.

  • Delivery of the Shares Delivery of the Firm Shares and the Optional Shares shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDERS The Company and the Shareholders hereby represent and warrant as follows:

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