Authorization No Conflicts Etc Clause Samples
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.
(b) The execution, delivery, and performance of this Agreement by Buyer, the issuance of shares of Buyer Common Stock constituting the Merger Consideration, and the consummation of the Merger, do not and will not violate, conflict with, or result in a breach of: (i) any provision of the articles of incorporation or bylaws (or similar organizational documents) of Buyer or any Subsidiary of Buyer (each a “Buyer Subsidiary” and collectively, the “Buyer Subsidiaries”); or (ii) any Law or Order applicable to Buyer or any Buyer Subsidiary, assuming the timely receipt of each of the approvals referred to in Section 4.1(d).
(c) The execution, delivery, and performance of this Agreement by Buyer, the issuance of shares of Buyer Common Stock constituting the Merger Consideration, and the consummation of the Merger do not and will not violate, conflict with, result in a breach of, constitute a default under, or require any consent, appro...
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. Subject to and as contemplated by --------------------------------- the Sale Order:
(a) The Company has full power and authority to execute and deliver this Agreement, and all other agreements and instruments contemplated hereby or thereby to which the Company is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Company of this Agreement, the other agreements and instruments contemplated hereby and thereby and the transactions contemplated hereby and thereby have been duly and validly authorized by the Company and no other corporate act or proceeding on the part of the Company, its Board of Directors or its stockholders is necessary to authorize the execution, delivery or performance by the Company of this Agreement, or any other agreement or instrument contemplated hereby or thereby or the consummation of the transactions contemplated hereby or thereby. This Agreement, as of the Closing, the other agreements and instruments contemplated hereby or thereby to which the Company is a party will have been duly executed and delivered by the Company and will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their terms. Except as set forth in Schedule 6.3 hereto, the execution, delivery and performance of this Agreement, and the other agreements contemplated hereby or thereby and the consummation of the transactions contemplated hereby and thereby by the Company will not: (i) violate any provisions of law applicable to the Company; (ii) with or without the giving of notice and/or the passage of time, conflict with, result in the breach of any provision of, give any third party the right to terminate or to accelerate any obligation under, or result in the creation of any Lien on the Purchased Assets under, the Certificate of Incorporation or Bylaws of the Company or any instrument, license, agreement, lease arrangement, indenture, mortgage, loan agreement, commitment or order to which the Company is a party. or by which any of its assets or properties are bound; or (iii) constitute a violation of any order, judgment or decree to which the Company or any of its Affiliates which are party hereto or thereto, is a party or by which any of its assets or properties are bound.
(b) Parent has full power and authority to execute and deliver this Agreement and all other agreements and inst...
Authorization No Conflicts Etc. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by Purchaser have been or prior to the Closing will be duly authorized by all requisite corporate action of Purchaser. This Agreement has been duly executed and delivered by Purchaser and (assuming the due authorization, execution and delivery hereof by Sellers) is a valid and binding obligation of Purchaser, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by Purchaser will not:
(a) violate any provisions of law applicable to Purchaser; (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 Articles of Incorporation or Bylaws of Purchaser; or (c) constitute a violation of any order, judgment or decree to which Purchaser is a party where such violation could have a material adverse effect on the Purchaser's ability to consummate the transactions contemplated by this Agreement.
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. 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 Designation Order, this Agreement has been duly and validly executed and delivered by Seller and (assuming this Agreement constitutes a valid and binding obligation of Purchaser and upon receipt of any required approval of the Bankruptcy Court) 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. To Seller's knowledge, subject to any required approval of the Bankruptcy Court, neither the execution and delivery of this Agreement and all documents contemplated hereunder to be executed by Seller, nor the performance of the obligations of Seller hereunder or thereunder will result in the violation of any law or any provision of the organizational documents of Seller or will conflict with any order or decree of any court or governmental instrumentality of any nature by which Seller is bound.
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.
Authorization No Conflicts Etc