Common use of Authorization, Approval Clause in Contracts

Authorization, Approval. ▇▇. ▇▇▇▇▇▇▇ is an adult resident of the State of California and a citizen of the United States of America; ▇▇. ▇▇▇▇▇▇▇▇▇ is an adult resident of the State of New Jersey and a citizen of the United States of America and ▇▇. ▇▇▇▇ is a citizen of the Federal Republic of Germany. All of the Stockholders are legally competent to execute, deliver and perform this Agreement under the respective laws of the jurisdictions in which they reside. Each Stockholder owns and has an unqualified right to sell and shall transfer to MCSC at the Closing upon surrender of his or her certificates therefor, and MCSC and MFAC will receive, good, valid and marketable title to the TBS Common Stock, free and clear of any and all mortgages, pledges, security interests, liens, charges, options, conditional sales agreements, claims, restrictions, covenants, title defects or other encumbrances or restrictions of any nature ("Liens"). Other than this Agreement, the TBS Common Stock is not subject to any stockholders' agreement or voting trust agreement or understanding, or proxy, whether in writing or oral, including without limitation, any mortgage, indenture, note, guarantee, lease, license, contract, deed of trust, purchase, sale or other agreement (a "Stock Contract"), including any Stock Contract restricting or otherwise relating to the voting or disposition of the TBS Common Stock. The execution, delivery and performance of this Agreement and the transactions contemplated hereby by TBS have been duly and effectively authorized by all necessary action, corporate or otherwise. This Agreement is a valid, legally binding and enforceable obligation of TBS and the Stockholders, enforceable in accordance with its terms except to the extent that enforceability may be limited by bankruptcy, reorganization, insolvency or other laws affecting the enforcement of creditors' rights generally or the availability of equitable remedies subject to the discretion of the court. A certified copy of the resolutions of the Board of Directors of TBS has been delivered to MCSC, and such copies are complete and correct and such resolutions are in full force and effect on the date hereof and will be in full force and effect on the Closing Date. Except for the filing and waiting period attendant to notification under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, Section 7A of the ▇▇▇▇▇▇▇ Act, 15 U.S.C. 18A, as added by Section 201 of ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, if applicable, and except for the payment of all taxes required to be paid to the California Franchise Tax Board, the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby by TBS and the Stockholders will not: (i) require the notice or filing with, or approval or consent of any governmental or regulatory body except for the filing of Articles of Merger with the Secretary of State of the State of California pursuant to Section 1103 of the CGCL, provided, however, that the Articles of Merger shall not be filed until there has been filed a certificate of satisfaction of the Franchise Tax Board that all taxes imposed under California's Revenue and Tax Law have been paid or secured; (ii) except for the consent of the Stockholders of TBS, and except for consents to assignment of the contracts described in SCHEDULE 3.2, require the approval or consent of any other person or entity; (iii) violate any provision of such corporation's Articles of Incorporation or Bylaws, as amended; (iv) violate, conflict with or result in a modification of the effect of, or otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both, constitute) a default under, or result in the termination of, or accelerate the performance required by, or cause the acceleration of the maturity of any liability or obligation pursuant to, or result in the creation or imposition of any security interest, lien, charge or other encumbrance upon any property or assets of TBS, under (a) any statute or law or any judgment, decree, order, award, writ, injunction, regulation or rule of any court, arbitrator or Governmental Authority (as defined in Section 3.10(c)(vii)), or (b) any note, bond, mortgage, indenture, deed of trust, license, lease, instrument, contract, commitment, franchise, permit, understanding, arrangement, agreement or restriction of any kind or character which is not satisfied or extinguished at or prior to the Closing; (v) violate any statute, law or regulation as such statute, law or regulation relates to TBS or its Business; or (vi) result in the creation of any adverse claim on TBS or any of its property or assets.

Authorization, Approval. ▇▇. ▇▇▇▇▇▇▇ is an The Stockholders are adult resident residents of the State of California Tennessee and a citizen of the United States of America; ▇▇. ▇▇▇▇▇▇▇▇▇ is an adult resident of the State of New Jersey and a citizen citizens of the United States of America and ▇▇. ▇▇▇▇ is a citizen of the Federal Republic of Germany. All of the Stockholders are legally competent to execute, deliver and perform this Agreement under the respective laws of the jurisdictions in which they residethereof. Each Stockholder owns has, and has an unqualified right to sell and shall transfer to MCSC at the Closing upon surrender of his or her certificates therefor, will have and MCSC and MFAC will receive, transfer to MTAC good, valid and marketable title to the TBS CMS Common Stock, free and clear of any and all mortgages, pledges, security interests, liens, charges, options, conditional sales agreements, claims, restrictions, covenants, title defects or other encumbrances or restrictions of any nature ("Liens"). Other than this Agreement, the TBS CMS Common Stock is not subject to any stockholders' agreement or voting trust agreement or understanding, or proxy, whether in writing or oral, including without limitation, any mortgage, indenture, note, guarantee, lease, license, contract, deed of trust, proxy, purchase, sale or other agreement relating to the CMS Common Stock (a "Stock Contract"), including any Stock Contract restricting or otherwise relating to the voting or disposition of the TBS CMS Common Stock. The execution, delivery and performance of this Agreement and the transactions contemplated hereby by TBS CMS have been duly and effectively authorized by all necessary action, corporate or otherwise. This Agreement is a valid, legally binding and enforceable obligation of TBS CMS and the Stockholders, enforceable in accordance with its terms except to the extent that enforceability may be limited by bankruptcy, reorganization, insolvency or other laws affecting the enforcement of creditors' rights generally or the availability of equitable remedies subject to the discretion of the court. A certified copy of the resolutions of the Board of Directors of TBS CMS has been delivered to MCSC, and such copies are complete and correct and such resolutions are in full force and effect on the date hereof and will be in full force and effect on the Closing Date. Except The execution, delivery, and performance of this Agreement and the consummation of the Agreement and Plan of Reorganization Page 16 transactions contemplated hereby by CMS and the Stockholders will not: (i) except for the filing of notice and the expiration of the waiting period attendant or non-disapproval by the Federal Trade Commission and the Department of Justice, pursuant to notification under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, Section 7A of the ▇▇▇▇▇▇▇ Act, 15 U.S.C. 18A, as added by Section 201 of ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, if applicable, and except for the payment of all taxes required to be paid to the California Franchise Tax Board, the execution, delivery, and performance of this Agreement and the consummation filing of Articles of Merger with the transactions contemplated hereby by TBS and the Stockholders will not: (i) Secretary of State of Tennessee, require the notice or filing with, or approval or consent of any governmental Governmental Authority (as defined in Section 3.11(c)(vii)) or regulatory body except for the filing of Articles of Merger with the Secretary of State of the State of California pursuant to Section 1103 of the CGCL, provided, however, that the Articles of Merger shall not be filed until there has been filed a certificate of satisfaction of the Franchise Tax Board that all taxes imposed under California's Revenue and Tax Law have been paid or securedbody; (ii) except for the consent of the Stockholders of TBSCMS, and except for consents to assignment of the Real Property Leases described in SCHEDULE 3.7 and the contracts described in SCHEDULE 3.23.12, require the approval or consent of any other person or entity; (iii) violate any provision of such corporation's Articles of Incorporation Charter or Bylaws, as amended; (iv) violate, conflict with or result in a modification of the effect of, or otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both, constitute) a default under, or result in the termination of, or accelerate the performance required by, or cause the acceleration of the maturity of any liability or obligation pursuant to, or result in the creation or imposition of any security interest, lien, charge or other encumbrance or any adverse claim upon any property or assets of TBSCMS, under (a) any statute or law or any judgment, decree, order, award, writ, injunction, regulation or rule of any court, arbitrator or Governmental Authority (as defined in Section 3.10(c)(vii3.11(c)(vii)), or (b) any note, bond, mortgage, indenture, deed of trust, license, lease, instrument, contract, commitment, franchise, permit, understanding, arrangement, agreement or restriction of any kind or character which is not satisfied or extinguished at or prior to the Closing; or (v) violate any statute, law or regulation as such statute, law or regulation relates to TBS CMS or its Business; or (vi) result in the creation of any adverse claim on TBS or any of its property or assets.

Authorization, Approval. ▇▇. ▇▇▇▇▇▇▇ is an The Stockholders are adult resident residents of the State of California Texas and a citizen of the United States of America; ▇▇. ▇▇▇▇▇▇▇▇▇ is an adult resident of the State of New Jersey and a citizen citizens of the United States of America and ▇▇. ▇▇▇▇ is a citizen of the Federal Republic of Germany. All of the Stockholders are legally competent to execute, deliver and perform this Agreement under the respective laws of the jurisdictions in which they residethereof. Each Stockholder owns has, and has an unqualified right to sell and shall transfer to MCSC at the Closing upon surrender of his or her certificates therefor, and MCSC and MFAC will receive, have good, valid and marketable title to the TBS BRITCO Common Stock, free and clear of any and all mortgages, pledges, security interests, liens, charges, options, conditional sales agreements, claims, restrictions, covenants, title defects or other encumbrances or restrictions of any nature ("Liens"), except for customary securities restrictions on the transfer of privately-held stock. Other than this Agreement, the TBS BRITCO Common Stock is not subject to any stockholders' agreement or voting trust agreement or understanding, or proxy, whether in writing or oral, including without limitation, any mortgage, indenture, note, guarantee, lease, license, contract, deed of trust, purchase, sale or other agreement relating to the BRITCO Common Stock (a "Stock Contract"), including any Stock Contract restricting or otherwise relating to the voting or disposition of the TBS BRITCO Common Stock. The execution, delivery and performance of this Agreement and the transactions contemplated hereby by TBS BRITCO have been duly and effectively authorized by all necessary action, corporate or otherwise. This Agreement is a valid, legally binding and enforceable obligation of TBS BRITCO and the Stockholders, enforceable in accordance with its terms except to the extent that enforceability may be limited by bankruptcy, reorganization, insolvency or other laws affecting the enforcement of creditors' rights generally or the availability of equitable remedies subject to the discretion of the court. A certified copy of the resolutions of the Board of Directors of TBS BRITCO has been delivered to MCSC, and such copies are complete and correct and such resolutions are in full force and effect on the date hereof and will be in full force and effect on the Closing Date. Except for the filing and waiting period attendant to notification under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, Section 7A of the ▇▇▇▇▇▇▇ Act, 15 U.S.C. 18A, as added by Section 201 of ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, if applicable, and except for the payment of all taxes required to be paid to the California Franchise Tax Board, the The execution, delivery, and performance of this Agreement and the consummation AGREEMENT AND PLAN OF REORGANIZATION PAGE 10 of the transactions contemplated hereby by TBS BRITCO and the Stockholders will not: (i) except for actions required to be taken by MCSC, require the notice or filing with, or approval or consent of any governmental or regulatory body except for the filing of Articles of Merger with the Secretary of State of the State of California pursuant to Section 1103 of the CGCL, provided, however, that the Articles of Merger shall not be filed until there has been filed a certificate of satisfaction of the Franchise Tax Board that all taxes imposed under California's Revenue and Tax Law have been paid or securedbody; (ii) except for the consent of the Stockholders of TBSBRITCO, and except for consents to assignment of the contracts described in SCHEDULE 3.2, require the approval or consent of any other person or entity; (iii) violate any provision of such corporation's Articles of Incorporation or BylawsBy-Laws, as amended; (iv) violate, conflict with or result in a modification of the effect of, or otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both, constitute) a default under, or result in the termination of, or accelerate the performance required by, or cause the acceleration of the maturity of any liability or obligation pursuant to, or result in the creation or imposition of any security interest, lien, charge or other encumbrance or any adverse claim upon any property or assets of TBSBRITCO, under (a) to the best knowledge of BRITCO and the Stockholders, any statute or law or any judgment, decree, order, award, writ, injunction, regulation or rule of any court, arbitrator or Governmental Authority (as defined in Section 3.10(c)(vii)), or (b) any note, bond, mortgage, indenture, deed of trust, license, lease, instrument, contract, commitment, franchise, permit, understanding, arrangement, agreement or restriction of any kind or character which is not satisfied or extinguished at or prior to the Closing; or (v) to the best knowledge of BRITCO and the Stockholders, violate any statute, law or regulation as such statute, law or regulation relates to TBS BRITCO or its Business; or (vi) result in the creation of any adverse claim on TBS or any of its property or assets.