Common use of Authorization; No Breach; Valid and Binding Agreement Clause in Contracts

Authorization; No Breach; Valid and Binding Agreement. (a) The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby, including the Merger, have been duly and validly authorized by all requisite corporate action, and, subject to obtaining the Shareholder Approval, no other corporate proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Nasdaq, Inc.), Agreement and Plan of Merger (XPO Logistics, Inc.)

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Authorization; No Breach; Valid and Binding Agreement. (a) The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby, including the Merger, hereby have been duly and validly authorized by all requisite corporate action, and, subject to obtaining the Shareholder Stockholder Approval, no other corporate proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cabot Microelectronics Corp)

Authorization; No Breach; Valid and Binding Agreement. (a) The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Merger, hereby have been duly and validly authorized by all requisite corporate action, and, subject to obtaining the Shareholder Approval, action and no other corporate proceedings on its the Company’s part are necessary to authorize the execution, delivery or performance of this Agreement.

Appears in 1 contract

Samples: Share Purchase Agreement (Intercontinental Hotels Group PLC /New/)

Authorization; No Breach; Valid and Binding Agreement. (a) The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby, including the Merger, hereby have been duly and validly authorized by all requisite corporate action, and, subject to obtaining the Shareholder Approval, no other corporate proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Par Pharmaceutical Companies, Inc.)

Authorization; No Breach; Valid and Binding Agreement. (a) The execution, delivery and performance by the Company of this Agreement by and the Company other Transaction Documents to which it is a party and the consummation of the transactions contemplated herebyhereby and thereby, including and the Mergerperformance by the Company of its obligations hereunder and thereunder, have been duly and validly authorized by all requisite corporate action, and, subject to obtaining the Shareholder Approval, and no other corporate proceedings on its part are necessary to authorize the execution, delivery or performance of this AgreementAgreement and the Transaction Documents, other than, with respect to the Merger, the Stockholder Approval.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Caci International Inc /De/)

Authorization; No Breach; Valid and Binding Agreement. (a) The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby, including the Merger, have been duly and validly authorized by all requisite corporate actionaction on the part of the Company, and, subject to obtaining the Shareholder Stockholder Approval, no other corporate proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement by the Company. The Stockholder Approval is the only vote of any class or series of the Company Stock required to approve this Agreement and the transactions contemplated by this Agreement, including the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Harman International Industries Inc /De/)

Authorization; No Breach; Valid and Binding Agreement. (a) The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby, including the Merger, hereby have been duly and validly authorized by all requisite corporate actionlimited liability company action on the part of the Company and the Unitholders, and, subject to obtaining the Shareholder Approval, and no other corporate limited liability company proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cooper Companies, Inc.)

Authorization; No Breach; Valid and Binding Agreement. (a) The execution, delivery and performance of this Agreement by the Company Purchaser and Merger Sub and the consummation by the Purchaser and Merger Sub of the transactions contemplated hereby, including the Merger, hereby have been duly and validly authorized by all requisite corporate or organizational action, andas applicable, subject to obtaining the Shareholder Approval, and no other corporate proceedings on its the part of the Purchaser or Merger Sub are necessary to authorize the their execution, delivery or performance of this AgreementAgreement or the Related Documents.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ducommun Inc /De/)

Authorization; No Breach; Valid and Binding Agreement. (a) The execution, delivery and performance of this Agreement and each other Ancillary Agreement by the Company and Representative and the consummation of the transactions contemplated hereby, including the Merger, hereby have been duly and validly authorized by all requisite corporate action, and, subject to obtaining the Shareholder Approval, and no other corporate proceedings on its part are necessary to authorize the execution, delivery or performance of this AgreementAgreement and the Ancillary Agreements.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Foster L B Co)

Authorization; No Breach; Valid and Binding Agreement. (a) a. The execution, delivery and performance of this Agreement by the Company such Seller and the consummation of the transactions contemplated herebyTransactions, including the MergerAcquisition, have been duly and validly authorized by all requisite corporate actionaction on the part of such Seller, and, subject to obtaining the Shareholder Approval, and no other corporate proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement.

Appears in 1 contract

Samples: Share Purchase Agreement (Nasdaq, Inc.)

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Authorization; No Breach; Valid and Binding Agreement. (a) The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby, including the Merger, Transaction have been duly and validly authorized by all requisite corporate action, and, subject to obtaining the Shareholder Approval, and no other corporate proceedings on its part are necessary to authorize the execution, delivery or performance of this AgreementAgreement or any of the other Transaction Documentation.

Appears in 1 contract

Samples: Share Purchase Agreement (Factset Research Systems Inc)

Authorization; No Breach; Valid and Binding Agreement. (a) The execution, delivery delivery, and performance of this Agreement by the Company Purchaser and the consummation of the transactions contemplated hereby, including the Merger, Transaction have been duly and validly authorized by all requisite corporate action, and, subject to obtaining the Shareholder Approval, and no other corporate proceedings on its part are necessary to authorize the execution, delivery or performance of this AgreementAgreement or any of the other Transaction Documentation.

Appears in 1 contract

Samples: Share Purchase Agreement (Factset Research Systems Inc)

Authorization; No Breach; Valid and Binding Agreement. (a) The execution, delivery and performance of this Agreement and the Related Documents by the Company and the consummation by the Company of the transactions contemplated hereby, including the Merger, hereby have been duly and validly authorized by all requisite corporate action, action and, subject to obtaining receipt of the Shareholder ApprovalStockholder Consent with respect to the Merger, no other corporate proceedings on its part of the Company are necessary to authorize the execution, delivery or performance of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ducommun Inc /De/)

Authorization; No Breach; Valid and Binding Agreement. (a) The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby, including the Merger, hereby have been duly and validly authorized by all requisite corporate action, and, subject to obtaining the Shareholder Approval, and no other corporate proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement. The Shareholder Approval is the only approval of the stockholders of Company that is required to approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger

Authorization; No Breach; Valid and Binding Agreement. (a) The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby, including the Merger, hereby have been duly and validly authorized by all requisite corporate actionaction on the part of the Company, and, subject to obtaining the Shareholder Stockholder Approval, no other corporate proceedings on its part are necessary to authorize the execution, delivery or performance of this AgreementAgreement by the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Porch Group, Inc.)

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