Authorization and Validity of Transactions Clause Samples
Authorization and Validity of Transactions. 3.1 Each Group Company has all requisite power and authority to execute and deliver the Principal Documents to which it is a party and to carry out and perform its obligations hereunder and thereunder.
3.2 Each Principal Document to which any Group Company is a party has been or will be on or prior to the Closing, duly executed and delivered by such Group Company and when executed and delivered by all parties thereto, constitutes valid and legally binding obligations of such Group Company, enforceable against such Group Company in accordance with its terms.
3.3 All shareholder consents on the part of each Group Company required in connection with the execution and delivery of the Principal Documents to which it is a party have been obtained or will be obtained prior to the Closing. Other than those consents and approvals specified in the Restructuring Agreement, no consents or approvals of any individuals, corporations or economic entities shall be required in accordance with any PRC Laws and regulations in connection with the consummation of the transactions contemplated by the Transaction Documents.
Authorization and Validity of Transactions. 2.1 Each of Main Union, the PRC Affiliate, the Vendor, the Vendor’s Guarantor, and Grace Fabric has the power and authority to execute, deliver and perform this Agreement, the Framework Agreement, and/or the Basic Documents to which it has signed as a party. All actions on the part of the Vendor necessary for the authorization, execution, delivery of and the performance of all of its obligations under this Agreement, the Framework Agreement, and the Basic Documents has been taken or will be taken on or prior to the Completion. All actions on the part of Main Union necessary for the authorization, issuance, and delivery of the Sale Shares, and the filing and, where required, approval of the restated Memorandum and Articles of Association of Main Union have been taken or will be taken on or prior to Completion.
2.2 The Sale Shares when issued will be duly authorized and validly issued. The Sale Shares are and will be free of restrictions on transfer other than restrictions on transfer under the Framework Agreement, the Basic Documents and any applicable securities or corporate laws. The transactions contemplated by this Agreement shall, when completed, confer upon the Purchaser full legal and beneficial ownership of the Sale Shares.
2.3 This Agreement is, and each other Basic Document to which the Vendor, Main Union, the PRC Affiliate, and Grace Fabric is a party will, when executed, be the valid and binding obligation of such entity, enforceable against such entity in accordance with their respective terms, except where such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally.
2.4 All consents, approvals, orders or authorizations of, or registrations, qualifications, designations, declarations or filings with, any Governmental Authority or any other competent corporate authority required in connection with the execution, delivery and performance by (as applicable) Main Union, the PRC Affiliate, the Vendor, the Vendor’s Guarantor, and Grace Fabric of this Agreement, the Framework Agreement, and the Basic Documents or the consummation of the transactions contemplated hereby or thereby have been obtained.
2.5 The execution and delivery by (as applicable) Main Union, the PRC Affiliate, the Vendor, the Vendor’s Guarantor, and Grace Fabric of this Agreement, the Framework Agreement, and/or each other Basic Document to which it is a party and the implementation and per...
Authorization and Validity of Transactions