Authorization No Conflicts Etc. (a) Buyer has the requisite corporate power and authority to execute and deliver this Agreement, and, subject to receipt of the Buyer Stockholder Approval, to consummate the transactions contemplated by this Agreement. This Agreement has been duly adopted, and the consummation of the Merger and the other transactions contemplated by this Agreement have been duly authorized, by the Buyer Board. The Buyer Board has (i) determined that the terms of this Agreement are fair to and in the best interests of Buyer and the Buyer Stockholders, and (ii) adopted this Agreement and authorized the transactions contemplated by this Agreement and resolved to make the Buyer Board Recommendation to the Buyer Stockholders. Except for the Buyer Stockholder Approval, no other corporate proceedings on the part of Buyer are necessary to authorize this Agreement or to consummate the Merger. This Agreement has been duly executed and delivered by, and (assuming due authorization, execution and delivery by CFC) constitutes valid and binding obligations of, Buyer and is enforceable against Buyer in accordance with its terms, except to the extent that (A) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Authorization No Conflicts Etc. The execution, delivery --------------------------------- and performance of the Transaction Agreements and the consummation of the transactions contemplated hereby and thereby by Buyer have been duly authorized by all requisite corporate action on the part of Buyer, and no other corporate proceedings on the part of Buyer are necessary to authorize the execution, delivery or performance of this Agreement or the other Transaction Agreements. This Agreement has been duly executed and delivered by Buyer and (assuming the due authorization, execution and delivery hereof by Seller) is a valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. The other Transaction Agreements to be executed and delivered by Buyer will be duly executed and delivered by Buyer at the Closing and (assuming the due authorization, execution and delivery thereof by Seller) will be valid and binding obligations of Buyer and the BWAY Parent Guarantee will constitute a valid and binding obligation of BWAY Corporation, in each case enforceable against Buyer in accordance with their terms. The execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby by Buyer will not: (a) violate any provisions of law applicable to Buyer; (b) with or without the giving of notice and/or the passage of time, conflict with or result in the breach of any provision of the Certificate of Incorporation or Bylaws of Buyer or any material instrument, license, agreement, arrangement, indenture or commitment to which Buyer is a party or by which any of its assets or properties are bound; or (c) constitute a violation of any order, judgment or decree to which Buyer is a party or by which any of its assets or properties are bound.
Authorization No Conflicts Etc. The execution, delivery and performance by each Loan Party of this Amendment has been duly authorized by all necessary corporate or other organizational action, and do not and will not: (i) contravene the terms of any of such Loan Party’s Organization Documents; (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (A) any Contractual Obligation to which such Loan Party or any of its Subsidiaries is a party or affecting such Loan Party or any of its Subsidiaries or the properties of such Loan Party or any of its Subsidiaries or (B) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Loan Party or any of its Subsidiaries or the properties of such Loan Party or any of its Subsidiaries is subject; or (iii) violate any Law.
Authorization No Conflicts Etc. (a) MEI is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota. MEI has full corporate power to execute and deliver this Agreement and to perform its obligations hereunder, and MEI has full corporate power to consummate the transactions contemplated hereby. All corporate acts and other proceedings required to be taken by MEI to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and properly taken. This Agreement has been duly executed and delivered by MEI and, assuming the due execution and delivery hereof by the other parties hereto, this Agreement constitutes the legal, valid and binding obligation of MEI, enforceable against MEI in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the rights and remedies of creditors generally and to general principles of equity.
Authorization No Conflicts Etc. (a) MEI is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota. Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of California. MEI and Sub each has full corporate power to execute and deliver this Agreement and to perform its respective obligations hereunder, and MEI and Sub each has full corporate power to consummate the transactions contemplated hereby. All corporate acts and other proceedings required to be taken by MEI and Sub to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and properly taken. This Agreement has been duly executed and delivered by MEI and Sub and, assuming the due execution and delivery hereof by the other parties hereto, this Agreement constitutes the legal, valid and binding obligation of MEI and Sub, enforceable against MEI and Sub, as applicable, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the rights and remedies of creditors generally and to general principles of equity.
Authorization No Conflicts Etc. Subject to and as contemplated by --------------------------------- the Sale Order:
Authorization No Conflicts Etc. (a) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller has all requisite corporate power and authority to own or lease and operate its properties and to carry on its business as now being conducted. Seller has full corporate power to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. All corporate acts and other proceedings required to be taken by Seller to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and properly taken. This Agreement has been duly executed and delivered by Seller and, assuming the due execution and delivery hereof by Buyer, this Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the rights and remedies of creditors generally and to general principles of equity.
Authorization No Conflicts Etc. The execution, delivery and -------------------------------- performance by the Borrower of this Amendment (a) have been duly authorized by all requisite action, (b) will not (i) violate (x) any provision of law, statute, rule or regulation, or of the certificate or articles of incorporation, bylaws or other constitutive documents of the Borrower or any Subsidiary, (y) any order of any Governmental Authority, or (z) any provision of any indenture, agreement or other instrument to which the Borrower or any Subsidiary is a party or by which any of them or any of their property is or may be bound, (ii) be in conflict with, or result in a breach of or constitute (alone or with notice or lapse of time or both) a default under any such indenture, agreement for borrowed money or other agreement or instrument or (iii) result in the creation or imposition of any Lien upon or with respect to any property or assets now owned or hereafter acquired by the Borrower.
Authorization No Conflicts Etc. Subject to the entry and effectiveness of the Sale Order, (a) Seller has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder, (b) the execution, delivery and performance of this Agreement by Seller and the consummation by the Seller of the transactions contemplated thereby have been duly authorized by all requisite corporate action and (c) this Agreement has been duly and validly executed and delivered by Seller and (assuming this Agreement constitutes a valid and binding obligation of the Purchaser) constitutes a valid and binding agreement of Seller, enforceable against Seller in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditor's rights generally from time to time in effect and to general equitable principles.
Authorization No Conflicts Etc. Purchaser has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution, delivery and performance of this Agreement by Purchaser and the consummation by Purchaser of the transactions contemplated thereby have been duly authorized by all requisite corporate action. This Agreement has been duly and validly executed and delivered by Purchaser and (assuming this Agreement constitutes a valid and binding obligation of the Seller) constitutes a valid and binding agreement of Purchaser, enforceable against Purchaser in accordance with its terms.
