Authority; Required Filings and Consents. (a) Wood has all requisite corporate power and authority to execute and deliver this Agreement and all other documents required to be executed and delivered by Wood hereunder (collectively, the "Wood Transaction Documents"), -------------------------- and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the other Wood Transaction Documents to which Wood is or will be a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved and authorized by the board of directors of Wood and, subject to obtaining the Wood Shareholder Approval, as defined in Section 6.14, no other actions or proceedings on the part of the Wood are necessary to authorize this Agreement and the other Wood Transaction Documents and the transactions contemplated hereby and thereby. This Agreement has been, and the other Wood Transaction Documents to which Wood is a party have been or will be when they are executed by Wood, duly executed and delivered by Wood and constitute, or will constitute when they are executed by Wood, the valid and binding obligations of Wood, enforceable against Wood in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally, and (ii) general principles of equity.
Authority; Required Filings and Consents. (a) Seller and each Founder have all requisite power and authority to enter into this Agreement and the Transaction Documents (as defined below) and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and all ancillary agreements referenced herein and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of Seller, its managers (or persons serving in a governing capacity or capacity similar to a corporation's board of directors) (the "Managers") and its members (or other owners of equity interests in Seller) ("Members"). This Agreement, the Securityholders Agreement in substantially the form attached hereto as Exhibit A (the "Securityholders Agreement"), the Vesting Agreement in substantially the form attached hereto as Exhibit D (the "Vesting Agreement") the Option Agreements in substantially the form of Exhibit E (the "Option Agreements") and all ancillary agreements executed and delivered by Seller and the Founders as required by this Agreement (collectively, the "Transaction Documents") have been or will be duly executed and delivered by Seller and/or the Founders, as applicable, and constitute or will constitute the valid and binding obligations of Seller and/or the Founders, as applicable, enforceable against Seller and/or the Founders, as applicable, in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally, and general principles of equity. The Managers of Seller have unanimously (i) approved this Agreement and the sale of the Assets, (ii) determined that in its opinion the sale of the Assets is in the best interests of the Members of Seller and is on terms that are fair to such Members and (iii) recommended that the Members of Seller approve this Agreement.
Authority; Required Filings and Consents. (a) The Owner has all corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it will be a party and to perform its obligations hereunder and thereunder. The execution and delivery by the Owner of this Agreement and the Ancillary Agreements to which it will be a party and the consummation by the Owner of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Owner and no other authorization or consent of the Owner's directors or stockholders is necessary. This Agreement has been, and such Ancillary Agreements will be, duly executed and delivered by the Owner and, assuming this Agreement and each such Ancillary Agreement constitute the legal, valid and binding obligation of the other Parties thereto (other than any Affiliate of Owner), this Agreement constitutes, and each such Ancillary Agreement will constitute, a legal, valid and binding obligation of the Owner, enforceable against the Owner in accordance with its terms, except as such enforceability may be limited by general principles of equity (whether asserted in a proceeding at law or in equity) or by bankruptcy or similar laws affecting the rights of creditors generally.
Authority; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, its Board of Directors and its shareholders. This Agreement and all other documents expressly required to be executed and delivered by the Company hereunder, (collectively, the "Transaction Documents"), have been or will be duly executed and delivered by the Company and constitute or will constitute the valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally, and general principles of equity.
Authority; Required Filings and Consents. (a) Target has all requisite power and authority to enter into this Agreement and the Transaction Documents (as defined below) and to consummate the transactions contemplated hereby and thereby. This Agreement, the Escrow Agreement, the Management Agreement, the License Agreement, the Certificate of Merger and all ancillary agreements executed and delivered by Target as required by this Agreement (collectively, the “Transaction Documents”) have been or will be duly executed and delivered by Target and constitute or will constitute the valid and binding obligations of Target, enforceable against Target in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors’ rights generally, and general principles of equity. The execution and delivery of this Agreement, the Transaction Documents, and all ancillary agreements referenced herein and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of Target.
Authority; Required Filings and Consents. (a) Target and each Target Stockholder have all requisite power and authority to enter into this Agreement and the Transaction Documents (as defined below) and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and all ancillary agreements referenced herein and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of Target and the Target Stockholders. This Agreement, the Securityholders Agreement, the Vesting Agreement, the Certificate of Merger and all ancillary agreements executed and delivered by Target and the Target Stockholders as required by this Agreement (collectively, the “Transaction Documents”) have been or will be duly executed and delivered by Target and/or the Target Stockholders, as applicable, and constitute or will constitute the valid and binding obligations of Target and/or the Target Stockholders, as applicable, enforceable against Target and/or the Target Stockholders, as applicable, in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors’ rights generally, and general principles of equity. The Target Stockholders have unanimously (i) approved this Agreement, the Certificate of Merger and the Merger and (ii) determined that in their opinion the Merger is in the best interests of the Target and is on terms that are fair to the Target Stockholders.
Authority; Required Filings and Consents. (a) Cadis has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Cadis, subject only to the approval of the Merger by Cadis's stockholders under the GCL. This Agreement and all other documents expressly required to be executed and delivered by Cadis hereunder, including the Certificate of Merger (collectively, the "Transaction Documents"), have been or will be duly executed and delivered by Cadis and constitute or will constitute the valid and binding obligations of Cadis, enforceable against Cadis in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally, and general principles of equity .
Authority; Required Filings and Consents. (a) Transwave has all requisite corporate power and authority to execute and deliver this Agreement and all other documents required to be executed and delivered by Transwave hereunder, including the Agreement of Merger (collectively, the "Transaction Documents"), and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the other Transaction Documents to which Transwave is or will be a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Transwave, subject only to the approval of the Merger by Transwave's shareholders as required by the GCL. This Agreement and the other Transaction Documents to which Transwave is a party have been or will be duly executed and delivered by Transwave and constitute or will constitute the valid and binding obligations of Transwave, enforceable against Transwave in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally, and (ii) general principles of equity.
Authority; Required Filings and Consents. (a) SoftMagic has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of SoftMagic, subject only to the approval of the Merger by SoftMagic's shareholders under the FBCA. This Agreement and all other documents expressly required to be executed and delivered by SoftMagic hereunder, including the Certificate of Merger (collectively, the "Transaction Documents"), have been or will be duly executed and delivered by SoftMagic and constitute or will constitute the valid and binding obligations of SoftMagic, enforceable against SoftMagic in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally, and general principles of equity.
Authority; Required Filings and Consents. (a) E3 has all requisite corporate power and authority to execute and deliver this Agreement and the Transaction Documents, and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the other Transaction Documents to which E3 is or will be a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of E3, including the approval of the Merger by the Shareholders as required by the Laws of Georgia. This Agreement has been, and the other Transaction Documents to which E3 and the Acquired Entities are a party have been or will be when they are executed by E3 and the Acquired Entities, duly executed and delivered by E3 and the Acquired Entities and constitute, or will constitute when they are executed by E3 and the Acquired Entities, the valid and binding obligations of E3 and the Acquired Entities, enforceable against E3 and the Acquired Entities in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar Laws affecting or relating to creditors' rights generally, and (ii) general principles of equity.
