Authorization; Enforcement Sample Clauses

Authorization; Enforcement. Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder or thereunder. The execution and delivery of each of the Transaction Documents by Company and the consummation by it of the transactions contemplated hereby or thereby have been duly authorized by all necessary action on the part of Company and no further consent or action is required by Company. Each of the Transaction Documents has been, or upon delivery will be, duly executed by Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of Company, enforceable against Company in accordance with its terms, except (a) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (c) insofar as indemnification and contribution provisions may be limited by applicable law.
Authorization; Enforcement. Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder or thereunder. The execution and delivery of each of the Transaction Documents by Company and the consummation by it of the transactions contemplated hereby or thereby have been duly authorized by all necessary action on the part of Company and no further consent or action is required by CompanyCompany other than the filing of the Certificate of Designations. Each of the Transaction Documents has been, or upon delivery will be, duly executed by Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of Company, enforceable against Company in accordance with its terms, except (a) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (c) insofar as indemnification and contribution provisions may be limited by applicable law. Neither Company nor any Subsidiary is in violation of any of the provisions of its respective certificate or articles of incorporation, by-laws or other organizational or charter documents.
Authorization; Enforcement. Company Each Transaction Document to which a Purchaser is a party: (i) has the requisite corporate power been duly and authority to enter into validly authorized, (ii) has been duly executed and to consummate the transactions contemplated by each delivered on behalf of the Transaction Documents Purchaser, and otherwise to carry out its obligations hereunder or thereunder. The (iii) will constitute, upon execution and delivery of each of by the Transaction Documents by Company Purchaser thereof and the consummation by it of the transactions contemplated hereby or thereby have been duly authorized by all necessary action on the part of Company and no further consent or action is required by Company. Each of the Transaction Documents has been, or upon delivery will be, duly executed by Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation agreements of Company, the Purchaser enforceable against Company in accordance with its their terms, except (a) as to the extent limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and or other laws of general application affecting enforcement of creditors’ rights generally, (b) as limited by laws relating to and general principles of equity that restrict the availability of specific performance, injunctive relief equitable or other equitable remedies and (c) insofar as indemnification and contribution provisions may be limited by applicable lawlegal remedies.
Authorization; Enforcement. The Company has the requisite all corporate right, power and authority to enter into the Transaction Documents and to consummate the transactions contemplated by each hereby and thereby. All corporate action on the part of the Transaction Documents Company, its directors and otherwise to carry out its obligations hereunder or thereunder. The execution stockholders necessary for the authorization, execution, delivery and delivery of each performance of the Transaction Documents by Company the Company, the authorization, sale, issuance and delivery of the Securities contemplated herein and the consummation by it performance of the transactions contemplated hereby or thereby Company’s obligations hereunder and thereunder has been taken. The Transaction Documents have been duly authorized by all necessary action on the part of Company and no further consent or action is required by Company. Each of the Transaction Documents has been, (or upon delivery will be, have been) duly executed and delivered by the Company and, when delivered in accordance with the terms hereof, will and constitute the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its their terms, except except: (ai) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (bii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (ciii) insofar as indemnification and contribution provisions may be limited by applicable law.
Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder or thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby or thereby have been duly authorized by all necessary action on the part of the Company and no further consent or action is required by Companythe Company in connection therewith other than the filings referred to in Section 3.1(e) hereof and required pursuant to Section 4.5 hereof. Each of the Transaction Documents Document has been, been (or upon delivery will be, have been) duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of Company, the Company enforceable against the Company in accordance with its terms, except (ai) as such enforceability may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other laws equitable principles of general application affecting enforcement of creditors’ rights generally, (bii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (ciii) insofar as indemnification and contribution provisions may be limited by applicable law.
Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder or and thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby or and thereby have been duly authorized by all necessary action on the part of the Company and no further consent action or action corporate proceeding is required by the Company. Each , the Board of Directors or the Transaction Documents has been, or upon delivery will be, duly executed by Company and, when delivered Company’s stockholders in accordance connection therewith other than in connection with the terms hereof, will constitute Required Approvals. This Agreement has been duly and validly executed and delivered by the Company and is a valid and binding obligation of the Company, enforceable against Company it in accordance with its terms, except (ai) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (bii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (ciii) insofar as indemnification and contribution provisions may be limited by applicable law. Each Transaction Document other than this Agreement to which the Company is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
Authorization; Enforcement. Company Pubco has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents this Agreement and otherwise to carry out its obligations hereunder or thereunderhereunder. The execution and delivery of each of the Transaction Documents this Agreement by Company Pubco and the consummation by it of the transactions contemplated hereby or thereby have been duly authorized by all necessary action on the part of Company Pubco and no further consent or action is required by CompanyPubco, the Board of Directors or Pubco’s stockholders in connection therewith other than in connection with the Required Approvals, as defined in Section 4.4. Each of the Transaction Documents This Agreement has been, been (or upon delivery will be, have been) duly executed by Company Pubco and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of Company, Pubco enforceable against Company Pubco in accordance with its terms, except except: (ai) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (bii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (ciii) insofar as indemnification and contribution provisions may be limited by applicable law.
Authorization; Enforcement. Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder or thereunder. The execution and delivery of each of the Transaction Documents by Company and the consummation by it of the transactions contemplated hereby or thereby have been duly authorized by all necessary action on the part of Company and no further consent or action is required by Company. Each of the Transaction Documents has been, or upon delivery will be, duly executed by Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of Company, enforceable against Company in accordance with its terms, except (a) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (c) insofar as indemnification and contribution provisions may be limited by applicable law. Neither Company nor any Subsidiary is in violation of any of the provisions of its respective certificate or articles of incorporation, by-laws or other organizational or charter documents.
Authorization; Enforcement. Company SMSA has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder or and thereunder. The execution and delivery of each of the Transaction Documents by Company SMSA and the consummation by it of the transactions contemplated hereby or and thereby have been duly authorized by all necessary action on the part of Company SMSA and no further consent or action is required by CompanySMSA, the Board of Directors or SMSA’s stockholders in connection therewith other than in connection with the Required Approvals. Each of the Transaction Documents Document to which it is a party has been, been (or upon delivery will be, have been) duly executed by Company SMSA and, when delivered in accordance with the terms hereofhereof and thereof, will constitute the valid and binding obligation of Company, SMSA enforceable against Company SMSA in accordance with its terms, except except: (ai) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (bii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (ciii) insofar as indemnification and contribution provisions may be limited by applicable law.
Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder or thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby or thereby have been duly authorized by all necessary action on the part of Company and no further consent or action is required by the Company. Each of the Transaction Documents Document has been, been (or upon delivery will be, have been) duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of Company, the Company enforceable against the Company in accordance with its terms, terms except (ai) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (bii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (ciii) insofar as indemnification and contribution provisions may be limited by applicable law.
Authorization; Enforcement. Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents this Amendment and otherwise to carry out its obligations hereunder or thereunderhereunder. The execution and delivery of each of the Transaction Documents this Amendment by Company and the consummation by it of the transactions contemplated hereby or thereby have been duly authorized by all necessary action on the part of Company and no further consent or action is required by Company. Each of the Transaction Documents This Amendment has been, or upon delivery will be, duly executed by Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of Company, enforceable against Company in accordance with its terms, except (a) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (c) insofar as indemnification and contribution provisions may be limited by applicable law.
Authorization; Enforcement. Company CDIP has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder or and thereunder. The execution and delivery of each of the Transaction Documents by Company CDIP and the consummation by it of the transactions contemplated hereby or thereby have been duly authorized by all necessary corporate action on the part of Company CDIP and no further consent or action is required by CompanyCDIP, its Board of Directors or its stockholders in connection therewith other than in connection with the CDIP Required Approvals (as defined in Section 2.2(e) hereof). Each of the Transaction Documents Document has been, been (or upon delivery will be, have been) duly executed by Company CDIP and, when delivered in accordance with the terms hereofhereof and thereof, will constitute the valid and binding obligation of Company, CDIP enforceable against Company CDIP in accordance with its terms, terms except (ai) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (bii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (ciii) insofar as indemnification and contribution provisions may be limited by applicable law.
Authorization; Enforcement. Company Andover has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder or and thereunder. The execution and delivery of each of the Transaction Documents by Company Andover and the consummation by it of the transactions contemplated hereby or thereby have been duly authorized by all necessary corporate action on the part of Company Andover and no further consent or action is required by CompanyAndover, its Board of Directors or its stockholders in connection therewith other than in connection with the Andover Required Approvals (as defined in Section 2.1(e) hereof). Each of the Transaction Documents Document has been, been (or upon delivery will be, have been) duly executed by Company Andover and, when delivered in accordance with the terms hereofhereof and thereof, will constitute the valid and binding obligation of Company, Andover enforceable against Company Andover in accordance with its terms, terms except (ai) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (bii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (ciii) insofar as indemnification and contribution provisions may be limited by applicable law.
Authorization; Enforcement. Company The Holder has the requisite individual or corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents this Agreement and otherwise to carry out its obligations hereunder or and thereunder. The execution and delivery of each of this Agreement by the Transaction Documents by Company Holder and the consummation by it of the transactions contemplated hereby or and thereby have been duly authorized by all necessary action on the part of Company the Holder and no further consent or action is required by Companythe Holder. Each of the Transaction Documents This Agreement has been, been (or upon delivery will be, have been) duly executed by Company the Holder and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of Company, the Holder enforceable against Company the Holder in accordance with its terms, except except: (ai) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (bii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (ciii) insofar as indemnification and contribution provisions may be limited by applicable law.
Authorization; Enforcement. Company Except as set forth on Schedule 2.3(c), MSMT has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder or and thereunder. The execution and delivery of each of the Transaction Documents by Company MSMT and the consummation by it of the transactions contemplated hereby or thereby have been duly authorized by all necessary corporate action on the part of Company MSMT and no further consent or action is required by CompanyMSMT, its Board of Directors or its stockholders in connection therewith other than in connection with the MSMT Required Approvals (as defined in Section 2.3(e) hereof). Each of the Transaction Documents Document has been, been (or upon delivery will be, have been) duly executed by Company MSMT and, when delivered in accordance with the terms hereofhereof and thereof, will constitute the valid and binding obligation of Company, MSMT enforceable against Company MSMT in accordance with its terms, terms except (ai) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (bii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (ciii) insofar as indemnification and contribution provisions may be limited by applicable law.
Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder or and thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby or and thereby have been duly authorized by all necessary corporate action on the part of the Company and no further consent or action is required by the Company, its Board of Directors or its stockholders. Each of the Transaction Documents has been, been (or upon delivery will be, ) duly executed by the Company and, assuming the due authorization, execution and delivery by the other parties thereof, is, or when delivered in accordance with the terms hereof, will constitute constitute, the valid and binding obligation of Company, the Company enforceable against the Company in accordance with its terms, except (ai) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (bii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (ciii) insofar as indemnification and contribution provisions may be limited by applicable law.
Authorization; Enforcement. Company Abbott has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder or thereunder. The execution and delivery of each of the Transaction Documents by Company Abbott and the consummation by it of the transactions contemplated hereby or thereby have been duly authorized by all necessary action on the part of Company and no further consent or action is required by CompanyAbbott. Each of the Transaction Documents Document has been, been (or upon delivery will be, have been) duly executed by Company Abbott and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of Company, Abbott enforceable against Company Abbott in accordance with its terms, terms except (ai) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (bii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (ciii) insofar as indemnification and contribution provisions may be limited by applicable law.
Authorization; Enforcement. Company The Purchaser has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents this Agreement and otherwise to carry out its obligations hereunder or and thereunder. The execution and delivery of each of this Agreement by the Transaction Documents by Company Purchaser and the consummation by it of the transactions contemplated hereby or and thereby have been duly authorized by all necessary action on the part of Company the Purchaser and no further consent or action is required by Companythe Purchaser. Each of the Transaction Documents This Agreement has been, been (or upon delivery will be, have been) duly executed by Company the Purchaser and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of Company, the Purchaser enforceable against Company the Purchaser in accordance with its terms, except except: (ai) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (bii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (ciii) insofar as indemnification and contribution provisions may be limited by applicable law.
Authorization; Enforcement. Company BTHCX has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder or and thereunder. The execution and delivery of each of the Transaction Documents by Company BTHCX and the consummation by it of the transactions contemplated hereby or and thereby have been duly authorized by all necessary action on the part of Company BTHCX and no further consent or action is required by CompanyBTHCX, the Board of Directors or BTHCX’s stockholders in connection therewith other than in connection with the Required Approvals. Each of the Transaction Documents Document to which it is a party has been, been (or upon delivery will be, have been) duly executed by Company BTHCX and, when delivered in accordance with the terms hereofhereof and thereof, will constitute the valid and binding obligation of Company, BTHCX enforceable against Company BTHCX in accordance with its terms, except : (ai) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (bii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (ciii) insofar as indemnification and contribution provisions may be limited by applicable law.
Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder or and thereunder. The execution and delivery of each of the Transaction Documents by the Company, the execution and delivery of this Agreement by the Company and the consummation by it them of the transactions contemplated hereby or and thereby have been duly authorized by all necessary action on the part of the Company and no further consent or action is required by the Company, or the board of directors or the stockholders in connection therewith. Each of Transaction Document to which the Transaction Documents Company is a party has been, been (or upon delivery will be, have been) duly executed by Company them and, when delivered in accordance with the terms hereofhereof and thereof, will constitute the valid and binding obligation of Company, theirs enforceable against Company them in accordance with its terms, terms except (ai) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (bii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (ciii) insofar as indemnification and contribution provisions may be limited by applicable law. This Agreement constitutes the valid and binding obligation of the Company enforceable against it in accordance with the terms thereof except (x) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (y) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (z) insofar as indemnification and contribution provisions may be limited by applicable law.
Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder or and thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby or and thereby have been duly authorized by all necessary corporate action on the part of the Company and no further consent or action is required to be obtained or taken, as the case may be, by the Company, its Board of Directors or its stockholders. Each of the Transaction Documents has been, been (or upon delivery will be, ) duly executed by the Company andand is, or when delivered in accordance with the terms hereof, will constitute constitute, the valid and binding obligation of Company, the Company enforceable against the Company in accordance with its terms, except (ai) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (bii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (ciii) insofar as indemnification and contribution provisions may be limited by applicable law.
Authorization; Enforcement. Company Such Seller has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents this Agreement and otherwise to carry out its obligations hereunder or thereunder. The execution and delivery of each of the Transaction Documents this Agreement by Company such Seller and the consummation by it of the transactions contemplated hereby or thereby have been duly authorized by all necessary corporate action. No other corporate or other action or proceeding on the part of Company and no further consent such Seller is necessary to authorize this Agreement or action is required by Company. Each the consummation of the Transaction Documents transactions contemplated hereby. This Agreement has been, or upon delivery will be, been duly executed by Company such Seller and, when delivered in accordance with the terms hereofdelivered, will constitute the valid and binding obligation of Companyeach such Seller, enforceable against Company such Seller in accordance with its terms, except (ai) as may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally, (bii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (iii) to the extent the indemnification provisions contained in this Agreement and (c) insofar as indemnification and contribution provisions the other Transaction Documents may be limited by applicable lawfederal or state securities laws, public policy and other equitable considerations.
Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and the Tender Offer and otherwise to carry out its obligations hereunder and thereunder and has taken all corporate action necessary therefor. Each Transaction Document to which the Company is a party has been (or thereunder. The upon the execution and delivery of each of thereof by the Transaction Documents by Company and the consummation by it of the transactions contemplated hereby or thereby will have been duly authorized by all necessary action on the part of Company and no further consent or action is required by Company. Each of the Transaction Documents has been, or upon delivery will be, ) duly executed by the Company and, when delivered in accordance with the terms hereofhereof and thereof, will constitute the valid and binding obligation of Company, the Company enforceable against the Company in accordance with its terms, except (ai) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (bii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (ciii) insofar as indemnification and contribution provisions may be limited by applicable law.
Appears in 2 contracts Graphon Corp/De, Graphon Corp/De,
Authorization; Enforcement. Company Each of Seanergy and Buyer has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents this Agreement and otherwise to carry out its obligations hereunder or thereunderhereunder. The execution and delivery of this Agreement by each of the Transaction Documents by Company Seanergy and Buyer and the consummation by it of the transactions contemplated hereby or thereby have been duly authorized by all necessary its respective board of directors. Except for obtaining the Shareholder Approval, no other corporate or other action or proceeding on the part of Company and no further consent Seanergy or action Buyer or its respective shareholders is required by Company. Each necessary to authorize this Agreement or the consummation of the Transaction Documents transactions contemplated hereby. This Agreement has been, or upon delivery will be, been duly executed by Company Seanergy and Buyer and, when delivered in accordance with the terms hereofdelivered, will constitute the valid and binding obligation of CompanySeanergy and Buyer, enforceable against Company Seanergy and Buyer in accordance with its terms, except (ai) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally, (bii) as limited by laws relating to the availability of a specific performance, injunctive relief or other equitable remedies and or (ciii) insofar as to the extent the indemnification and contribution provisions contained in this Agreement may be limited by applicable lawfederal or state securities laws, public policy and other equitable considerations.
Authorization; Enforcement. Company Each of the GeoPharma Entities has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder or and thereunder. The execution and delivery of each of the Transaction Documents by Company such GeoPharma Entity and the consummation by it of the transactions contemplated hereby or and thereby have been duly authorized by all necessary action on the part of Company such GeoPharma Entity and no further consent or action is required by Companysuch GeoPharma Entity, its board of directors or its shareholders in connection therewith other than in connection with the Required Approvals (as defined in Section 4.5 below). Each of the Transaction Documents Document has been, been (or upon delivery will be, have been) duly executed by Company each applicable GeoPharma Entity and, when delivered in accordance with the terms hereofhereof and thereof, will constitute the valid and binding obligation of Companysuch GeoPharma Entity, enforceable against Company such GeoPharma Entity in accordance with its terms, except (ai) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (bii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (ciii) insofar as indemnification and contribution provisions may be limited by applicable law.
Authorization; Enforcement. The Company and each Guarantor has the requisite corporate or other power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder or and thereunder. The execution and delivery by the Company and each Guarantor of each of the Transaction Documents by Company to which it is a party and the consummation by it of the transactions contemplated hereby or and thereby have been duly authorized by all necessary action on the part of the Company or such Guarantor and no further consent or action is required by Companythe Company or any Guarantor or its respective board of directors (or similar governing body) or its stockholders or members in connection therewith. Each of Transaction Document to which the Transaction Documents Company or any Guarantor is a party has been, been (or upon delivery will be, have been) duly executed by the Company and such Guarantor and, when delivered in accordance with the terms hereofhereof and thereof, will constitute the valid and binding obligation of Company, the Company and such Guarantor enforceable against the Company and such Guarantor in accordance with its terms, terms except (ai) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (bii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (ciii) insofar as indemnification and contribution provisions may be limited by applicable law. On the Closing Date, the New Notes (including the related Guarantees) shall have been duly authorized by the Company and each of the Guarantors, as applicable, and, when duly executed, authenticated, issued and delivered as contemplated by and in accordance with the provisions of the New Indenture, will be duly and validly issued and outstanding and will constitute valid and binding obligations of the Company and such Guarantor enforceable against the Company and such Guarantor in accordance with its terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
Authorization; Enforcement. Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder or thereunder. The execution and delivery of each of the Transaction Documents by Company and the consummation by it of the transactions contemplated hereby or thereby have been duly authorized by all necessary action on the part of Company and no further consent or action is required by Company. Each of the Transaction Documents has been, or upon delivery will be, duly executed by Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of Company, enforceable against Company in accordance with its terms, except (a) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (c) insofar as indemnification and contribution provisions may be limited by applicable law.. Neither Company nor any Subsidiary is in violation of any of the provisions of its respective certificate or articles of incorporation, by-laws or other organizational or charter documents ..
Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder or thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby or thereby have been duly authorized by all necessary action on the part of Company the Company, its officers, directors and stockholders and no further consent or action is required by Companysuch parties in connection therewith other than the filings referred to in Section 3.5 hereof and required pursuant to Section 6.4 hereof. Each of the Transaction Documents Document has been, been (or upon delivery will be, have been) duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of Company, the Company enforceable against the Company in accordance with its terms, except (ai) as such enforceability may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other laws equitable principles of general application affecting enforcement of creditors’ rights generally, (bii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (ciii) insofar as indemnification and contribution provisions may be limited by applicable law.
Authorization; Enforcement. Company LNPI has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents Agreement and otherwise to carry out its obligations hereunder or and thereunder. The execution and delivery of each of the Transaction Documents Agreement by Company LNPI and the consummation by it of the transactions contemplated hereby or and thereby have been duly authorized by all necessary corporate action on the part of Company LNPI and no further consent or action is required by CompanyLNPI, its Board of Directors or its shareholders. Each of the Transaction Documents The Agreement has been, been (or upon delivery will be, ) duly executed by Company andLNPI and is, or when delivered in accordance with the terms hereof, will constitute constitute, the valid and binding obligation of Company, LNPI enforceable against Company LNPI in accordance with its terms, except (ai) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (bii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (ciii) insofar as indemnification and contribution provisions may be limited by applicable law.
Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder and has taken all corporate action necessary therefor. Each Transaction Document to which the Company is a party has been (or thereunder. The upon the execution and delivery of each of thereof by the Transaction Documents by Company and the consummation by it of the transactions contemplated hereby or thereby will have been duly authorized by all necessary action on the part of Company and no further consent or action is required by Company. Each of the Transaction Documents has been, or upon delivery will be, ) duly executed by the Company and, when delivered in accordance with the terms hereofhereof and thereof, will constitute the valid and binding obligation of Company, the Company enforceable against the Company in accordance with its terms, except (ai) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (bii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (ciii) insofar as indemnification and contribution provisions may be limited by applicable law.
Authorization; Enforcement. Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder or thereunder. The execution and delivery of each of the Transaction Documents by Company and the consummation by it of the transactions contemplated hereby or thereby have been duly authorized by all necessary action on the part of Company and no further consent or action is required by Company. Each of the Transaction Documents has been, or upon delivery will be, duly executed by Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of Company, enforceable against Company in accordance with its terms, except (a) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (c) insofar as indemnification and contribution provisions may be limited by applicable lawlaw .
Authorization; Enforcement. Company Issuer has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each perform all of the Transaction Documents and otherwise to carry out its obligations hereunder or thereunderDocuments. The execution execution, delivery and delivery of each performance of the Transaction Documents by Company and the consummation by it of the transactions contemplated hereby or thereby Issuer have been duly authorized by all necessary corporate action on the part of Company by Issuer and no further consent or action is required by CompanyIssuer, its board of directors or its shareholders in connection therewith, other than actions necessary to satisfy Issuer’s post-Closing obligations under the Transaction Documents, which actions could not be authorized in advance. Each of the Transaction Documents Document has been, or upon delivery will be, been duly executed by Company Issuer and, when delivered in accordance with the terms hereofhereof and thereof, will constitute the valid and legally binding obligation of Company, Issuer enforceable against Company Issuer in accordance with its terms, except (a) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies remedies, and (c) insofar as indemnification and contribution provisions may be limited by applicable law.
Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder or thereunder. The execution and delivery of each of the Transaction Documents by the Company to which it is a party and the consummation by it of the transactions contemplated hereby or thereby have been duly authorized by all necessary corporate action on the part of the Company and no further corporate consent or action is required to be obtained by the Company. Each of the Transaction Documents to which it is a party has been, or upon delivery will be, duly executed by the Company and, when delivered in accordance with the terms hereoftheir terms, will constitute the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except (ai) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (bii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies remedies, and (ciii) insofar as indemnification and contribution provisions may be limited by applicable law.
Authorization; Enforcement. Company has Shareholders have the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder or and thereunder. The execution and delivery of each of the Each Transaction Documents by Company and the consummation by it of the transactions contemplated hereby or thereby have Document has been duly authorized by all necessary action on the part of Company and no further consent or action is required by Company. Each of the Transaction Documents has been, (or upon delivery will be, have been) duly executed by Company Shareholders and, when delivered in accordance with the terms hereofhereof and thereof, will constitute the valid and binding obligation of Company, Shareholders enforceable against Company Shareholders in accordance with its terms, terms except (ai) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (bii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (ciii) insofar as indemnification and contribution provisions may be limited by applicable law.
Authorization; Enforcement. Company Endeavor has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents this Agreement and otherwise to carry out its obligations hereunder or thereunderhereunder. The execution and delivery of each of the Transaction Documents this Agreement by Company Endeavor and the consummation by it of the transactions contemplated hereby or thereby have been duly authorized by all necessary action on the part of Company Endeavor and no further consent or action is required by CompanyEndeavor. Each of the Transaction Documents has been, or upon delivery will be, This Agreement when duly executed by Company and, when Endeavor and delivered in accordance with the terms hereof, will constitute the valid and binding obligation of Company, Endeavor enforceable against Company Endeavor in accordance with its terms, except (ai) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (bii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (ciii) insofar as indemnification and contribution provisions may be limited by applicable law. Endeavor is not in violation of any of the provisions of its certificate or articles of incorporation, by-laws or other organizational or charter documents except where such violation could not, individually or in the aggregate, constitute a Material Adverse Effect.
Appears in 1 contract Endeavor Uranium, Inc.,
Authorization; Enforcement. Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder or thereunder. The execution and delivery of each of the Transaction Documents by Company and the consummation by it of the transactions contemplated hereby or thereby have been duly authorized by all necessary action on the part of Company and no further consent or action is required by Company. Each of the Transaction Documents has been, or upon delivery will be, duly executed by Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of Company, enforceable against Company in accordance with its terms, except (a) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (c) insofar as indemnification and contribution provisions may be limited by applicable law. Neither Company nor any Subsidiary is in violation of any of the provisions of its respective certificate or articles of incorporation, by-laws or other organizational or charter documents.Page 2
Authorization; Enforcement. Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder or thereunder. The execution and delivery of each of the Transaction Documents by MHR and the Company Parties that are party thereto and the consummation by it them of the transactions contemplated hereby or thereby Transactions have been duly authorized by all necessary corporate or limited liability company action on the part of MHR or the Company Parties and their respective members, and no further corporate or limited liability company consent or action is required by CompanyMHR and the Company Parties in connection therewith. Each of the Transaction Documents has been, been (or upon delivery will be, ) duly executed and delivered by MHR and the Company andParties that are party thereto and each Transaction Document constitutes, or when delivered in accordance with the terms hereof, will constitute constitute, the valid and binding obligation of Companysuch parties, enforceable against Company such parties in accordance with its terms, except as may be limited by (a) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other moratorium, fraudulent conveyance or similar laws of general application relating to or affecting the enforcement of creditors’ creditors rights generally, (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and by general principles of equity, or (c) insofar as to the extent indemnification and contribution provisions may be limited by applicable lawfederal or state securities laws.
Authorization; Enforcement. Company Each of the Company, NewCo and Merger Sub has the requisite corporate power and authority to enter into this Agreement and each other Transaction Document to which it is a party and to consummate the transactions contemplated by each of the such Transaction Documents Document and otherwise to carry out its obligations hereunder or and thereunder. The execution and delivery of this Agreement and each of other applicable Transaction Document by the Transaction Documents by Company Company, NewCo and Merger Sub and the consummation by it them of the transactions contemplated hereby or and thereby have been duly authorized by all necessary corporate action on the part of Company the Company, NewCo and Merger Sub and no further consent stockholder approval or action is required by Company. Each other corporate proceedings on the part of the Company, NewCo or Merger Sub are necessary to authorize this Agreement or any other Transaction Documents Document or to consummate the transactions contemplated hereby or thereby. This Agreement and each other Transaction Document to which the Company, NewCo or Merger Sub is a party has been, been (or upon delivery will be, have been) duly executed by Company the Company, NewCo and Merger Sub, respectively and, as applicable, and, when delivered in accordance with the terms hereofhereof and thereof, will constitute the legal, valid and binding obligation of the Company, NewCo or Merger Sub, as applicable, enforceable against Company the Company, NewCo or Merger Sub, as applicable, in accordance with its terms, except (a) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws Laws of general application affecting enforcement of creditors’ rights generally, (b) as limited by laws Laws relating to the availability of specific performance, injunctive relief or other equitable remedies remedies, and (c) insofar as indemnification and contribution provisions may be limited by applicable lawLaw.
Authorization; Enforcement. The Company and, as applicable, Modigene each has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and the Investor Warrants and otherwise to carry out its obligations hereunder or and thereunder. The execution and delivery of each of the Transaction Documents and Investor Warrants by the Company and, as applicable, Modigene and the consummation by it of the transactions contemplated hereby or and thereby have been duly authorized by all necessary action on the part of the Company and Modigene and no further consent or action is required by Companythe Company and Modigene, and their respective boards of directors or stockholders in connection therewith. Each of the Transaction Documents Document and Investor Warrant has been, been (or upon delivery will be, have been) duly executed by the Company or Modigene, as applicable, and, when delivered in accordance with the terms hereofhereof and thereof, will constitute the valid and binding obligation of Companythe Company or Modigene, as applicable, enforceable against the Company or Modigene, as applicable, in accordance with its terms, terms except (ai) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (bii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (ciii) insofar as indemnification and contribution provisions may be limited by applicable law.
Authorization; Enforcement. Company i) Such Purchaser has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of perform its obligations under the Transaction Documents and otherwise to carry out its obligations hereunder or thereunder. The acquire the Securities being issued to it hereunder, (ii) the execution and delivery of each of the Transaction Documents by Company such Purchaser and the consummation by it of the transactions contemplated hereby or thereby have been duly authorized by all necessary action on the part of Company corporate or partnership action, and no further consent or action is required by Company. Each of (iii) the Transaction Documents has been, or upon delivery will be, duly executed by Company and, when delivered constitute valid and binding obligations of such Purchaser enforceable against such Purchaser in accordance with the terms hereof, will constitute the valid and binding obligation of Company, enforceable against Company in accordance with its their terms, except (a) as such enforceability may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other moratorium, liquidation or similar laws of general application relating to, or affecting generally the enforcement of creditors' rights generally, (b) as limited and remedies or by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (c) insofar as indemnification and contribution provisions may be limited by applicable lawprinciples of general application.
Authorization; Enforcement. Company Such Purchaser has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents this Agreement and otherwise to carry out its obligations hereunder or thereunderhereunder. The execution and delivery of each of the Transaction Documents this Agreement by Company such Purchaser and the consummation by it of the transactions contemplated hereby or thereby by this Agreement have been duly authorized by all necessary corporate action. No other corporate or other action or proceeding on the part of Company and no further consent a Purchaser is necessary to authorize this Agreement or action is required by Company. Each the consummation of the Transaction Documents transactions contemplated by this Agreement. This Agreement and has been, or upon delivery will be, been duly executed by Company and, such Purchaser and when delivered in accordance with the terms hereofdelivered, will constitute the valid and binding obligation of Company, such Purchaser enforceable against Company such Purchaser in accordance with its terms, except except: (ai) as may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors' rights generally, ; (bii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and remedies; or (ciii) insofar as to the extent the indemnification and contribution provisions contained in this Agreement may be limited by applicable lawfederal or state securities laws, public policy and other equitable considerations.