Authorization; Noncontravention. (a) The Company has the requisite corporate power and authority and has taken all corporate action necessary to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Except for the approval and adoption of this Agreement by the stockholders of the Company (which shall occur immediately after the execution and delivery of this Agreement), the consummation by the Company of the transactions contemplated hereby has been duly and validly authorized by all necessary corporate action on the part of the Company. The Board has determined that the Merger is fair to, and in the best interests of the Stockholders, declared that the Merger is advisable and recommended the acceptance of the Merger and the adoption of this Agreement by the Stockholders. This Agreement has been duly executed and delivered by the Company and, assuming that this Agreement constitutes a valid and binding obligation of Parent and Merger Sub, constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. (b) The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement will not, (i) conflict with any of the provisions of the Company’s certificate of incorporation or by-laws or other equivalent charter documents, as applicable, of the Company or any of the Company Subsidiaries, in each case, as amended to the date of this Agreement, (ii) subject to the consents, approvals, authorizations, declarations, filings and notices referred to in Section 3.4, conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any Contract to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary is bound or to which any of their respective assets is subject, (iii) subject to the consents, approvals, authorizations, declarations, filings and notices referred to in Section 3.4, contravene any domestic or foreign Law or any Order currently in effect, or (iv) result in the imposition of any Lien upon any assets of the Company or any Company Subsidiary.
Appears in 1 contract
Sources: Merger Agreement (Bottomline Technologies Inc /De/)
Authorization; Noncontravention. (a) The Company has the requisite corporate power and authority and has taken all corporate action necessary to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Except for the approval The execution, delivery and adoption performance of this Agreement by the stockholders Company have been duly authorized and approved in accordance with the certificate of incorporation and bylaws of the Company (which shall occur immediately after the execution and delivery of this Agreement), the consummation by the Company of the transactions contemplated hereby has been duly and validly authorized by all necessary Company. No other corporate action on the part of the Company. The Board has determined that Company is necessary to authorize the Merger is fair toexecution, delivery and in the best interests of the Stockholders, declared that the Merger is advisable and recommended the acceptance of the Merger and the adoption performance of this Agreement by the StockholdersCompany (other than the Stockholder Approval and the filing of the Certificate of Merger as required by the DGCL). The Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock required to approve and adopt this Agreement and approve and consummate the Merger. This Agreement has been duly executed and delivered by the Company and, assuming that this Agreement constitutes a valid and binding obligation of Parent and Merger Sub, constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws affecting the enforcement of creditors’ rights generally and by general equitable principles.
(b) The execution and delivery of this Agreement do not, and the consummation by the Company on the Closing Date of the transactions contemplated by this Agreement will not, (i) conflict with any of the provisions of the Company’s certificate of incorporation or by-laws or other equivalent charter documents, as applicable, of the Company or any of the Company Subsidiaries, in each case, as amended to the date of this Agreementbylaws, (ii) subject to the filings required under the Antitrust Laws and the consents, approvals, authorizations, declarations, filings and notices referred to in Section 3.43.4(a) and Section 3.4(b), conflict with, with or result in a breach ofof or default under (including a breach due to the failure to notify or obtain the prior consent or waiver of any Person) any Material Contract, constitute (with result in, require or without due notice permit the creation or lapse imposition of time any Lien upon the assets of the Company or both) a default underany Company Subsidiary, or result in the acceleration of obligations under, or create in any party the right to accelerate, terminate, modify or cancel, or require cancel any notice, consent or waiver under, any Contract contract to which the Company or any Company Subsidiary is a party or by which the Company or Company, any Company Subsidiary is bound or to which any of their respective assets is subject, bound or subject or (iii) subject to the filings required under the Antitrust Laws and the consents, approvals, authorizations, declarations, filings and notices referred to in Section 3.43.4(a) and Section 3.4(b), contravene any domestic or foreign Law or any Order currently in effect, or (iv) result in the imposition of any Lien upon any assets of effect and applicable to the Company or any Company Subsidiary.
Appears in 1 contract
Authorization; Noncontravention. (a) The Company Each of Parent and Merger Sub has the requisite corporate power and authority and has taken all corporate action necessary to execute and deliver this Agreement, to perform its obligations hereunder and (subject to the approval of the sole shareholder of Merger Sub, a Subsidiary of Parent, as required by the DGCL and as described in Section 5.18(b)), to consummate the transactions contemplated hereby. Except for the approval The execution, delivery and adoption performance of this Agreement by the stockholders of the Company (which shall occur immediately after the execution Parent and delivery of this Agreement), Merger Sub and the consummation by the Company each of them of the transactions contemplated hereby has have been duly authorized and validly authorized approved by all necessary the board of directors of Merger Sub. No other corporate action on the part of either of Parent or Merger Sub is necessary to authorize the Company. The Board has determined that the Merger is fair toexecution, delivery and in the best interests of the Stockholders, declared that the Merger is advisable and recommended the acceptance of the Merger and the adoption performance of this Agreement by each of Parent and Merger Sub and the Stockholdersconsummation of the transactions contemplated hereby (other than the filing of the appropriate merger documents as required by the DGCL and the approval of a Subsidiary of Parent, as the sole stockholder of Merger Sub, as described in Section 5.18(b)). This Agreement has been duly executed and delivered by the Company each of Parent and Merger Sub and, assuming that this Agreement constitutes a valid and binding obligation of Parent and Merger Subthe Company, constitutes a valid and binding obligation of the Company each of Parent and Merger Sub, enforceable against the Company each of Parent and Merger Sub in accordance with its terms, except to the extent that its enforceability such enforcement may be subject to limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally generally, and by general equitable principles.
(b) . The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement will not, (ia) conflict with any of the provisions of the Company’s certificate or articles of incorporation or by-laws bylaws (or other equivalent charter comparable documents, as applicable, ) of the Company Parent or any of the Company SubsidiariesMerger Sub, in each case, case as amended to the date of this Agreement, (iib) conflict with, result in a breach of or default under (with or without notice or lapse of time, or both) any material contract, agreement, indenture, mortgage, deed of trust, lease or other instrument to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective assets is bound or subject (except for any breach or violation that would not have a Material Adverse Effect on Parent or Merger Sub) or (c) subject to the consents, approvals, authorizations, declarations, filings and notices referred to in Section 3.44.3, conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any Contract to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary is bound or to which any of their respective assets is subject, (iii) subject to the consents, approvals, authorizations, declarations, filings and notices referred to in Section 3.4, materially contravene any domestic or foreign Law or any Order currently in effect, or (iv) result in the imposition of any Lien upon any assets of the Company or any Company Subsidiary.
Appears in 1 contract
Authorization; Noncontravention. (a) The Company has the requisite corporate power and authority and has taken all corporate action necessary to execute and deliver this AgreementAgreement and each other agreement or document contemplated hereby or to be executed in connection herewith (the “Ancillary Agreements”), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. Except for the approval The execution, delivery and adoption performance of this Agreement by and the stockholders of the Company (which shall occur immediately after the execution and delivery of this Agreement), the consummation Ancillary Agreements by the Company have been duly authorized and approved in accordance with the certificate of incorporation and bylaws of the transactions contemplated hereby has been duly and validly authorized by all necessary Company. No other corporate action on the part of the Company. The Board has determined that Company is necessary to authorize the Merger is fair toexecution, delivery and in the best interests of the Stockholders, declared that the Merger is advisable and recommended the acceptance of the Merger and the adoption performance of this Agreement or the Ancillary Agreements by the StockholdersCompany (other than the Stockholder Approval and the filing of the Certificate of Merger as required by the DGCL). This Agreement has been been, and the Ancillary Agreements will be, duly executed and delivered by the Company and, assuming that this Agreement constitutes a valid and binding obligation of Parent and Merger Sub, constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.
(b) The execution and delivery of this Agreement do not, and the consummation by the Company on the Closing Date of the transactions contemplated by this Agreement will not, (i) conflict with any of the provisions of the Company’s certificate of incorporation or by-laws or other equivalent charter documents, as applicable, of the Company or any of the Company Subsidiaries, in each case, as amended to the date of this Agreementbylaws, (ii) subject to the filings required under the Antitrust Laws and the consents, approvals, authorizations, declarations, filings and notices referred to in Section 3.4Sections 3.4(a), (b) and (c), materially conflict with, with or result in a material breach of, constitute or material default under (with including a material breach due to the failure to notify or without due notice or lapse of time or both) a default under, result in obtain the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, prior consent or waiver under, of any Person) any Material Contract to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary is bound or to which any of their respective assets is subject, (iii) subject to the filings required under the Antitrust Laws and the consents, approvals, authorizations, declarations, filings and notices referred to in Section 3.4Sections 3.4(a), (b) and (c), contravene any material domestic or foreign Law law or any Order material order currently in effect, or (iv) result in the imposition of any Lien upon any assets of effect and applicable to the Company or any Company Subsidiary.
Appears in 1 contract
Sources: Merger Agreement (Jarden Corp)
Authorization; Noncontravention. (a) The Company has the requisite corporate power and authority and has taken all corporate action necessary to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Except for the approval The execution, delivery and adoption performance of this Agreement by the stockholders Company have been duly authorized and approved in accordance with the certificate of incorporation and bylaws of the Company (which shall occur immediately after the execution and delivery of this Agreement), the consummation by the Company of the transactions contemplated hereby has been duly and validly authorized by all necessary Company. No other corporate action on the part of the Company. The Board has determined that Company is necessary to authorize the Merger is fair toexecution, delivery and in the best interests of the Stockholders, declared that the Merger is advisable and recommended the acceptance of the Merger and the adoption performance of this Agreement by the StockholdersCompany (other than the Stockholder Approval and the filing of the Certificate of Merger as required by the DGCL). This Agreement has been duly executed and delivered by the Company and, assuming that this Agreement constitutes a valid and binding obligation of Parent and Merger Sub, constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principlesprinciples (the “Enforceability Exceptions”).
(b) The execution and delivery of this Agreement do not, and the consummation by the Company on the Closing Date of the transactions contemplated by this Agreement will not, (i) conflict with any of the provisions of the Company’s certificate of incorporation or by-laws or other equivalent charter documents, as applicable, of the Company or any of the Company Subsidiaries, in each case, as amended to the date of this Agreementbylaws, (ii) subject to the filings required under the Antitrust Laws and the consents, approvals, authorizations, declarations, filings and notices referred to in Section 3.4, materially conflict with, with or result in a material breach of, constitute or material default under (with including a material breach due to the failure to notify or without due notice or lapse of time or both) a default under, result in obtain the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, prior consent or waiver underof any Person), or give rise to a right to modify or terminate, or accelerate any Contract to which obligation or the Company or loss of any Company Subsidiary is a party or by which the Company or material benefit under any Company Subsidiary is bound or to which provision of any of their respective assets is subjectMaterial Contract, (iii) result in the creation or imposition of any material Lien upon any of the material property or material assets of either the Company or the Company Subsidiaries or (iv) subject to the filings required under the Antitrust Laws and the consents, approvals, authorizations, declarations, filings and notices referred to in Section 3.4, contravene any domestic or foreign Law or any Order currently in effect, or (iv) result in the imposition of any Lien upon any assets of effect and applicable to the Company or any Company Subsidiary.
Appears in 1 contract
Sources: Merger Agreement (Emdeon Inc.)
Authorization; Noncontravention. (a) The Company has the requisite corporate power execution, delivery and authority and has taken all corporate action necessary to execute and deliver this Agreementperformance by such Stockholder, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Except for the approval and adoption of this Agreement by the stockholders if a corporation, trust or limited partnership, of the Company (Transaction Documents to which shall occur immediately after the execution such Stockholder is a party, and delivery of this Agreement), the consummation by the Company such Stockholder of the transactions contemplated hereby has thereby, have been duly authorized and validly authorized approved by all necessary corporate requisite corporate, trust or partnership action. No other corporate, trust or partnership action on the part of any such Stockholder that is a corporation, trust or limited partnership is necessary to authorize the Companyexecution, delivery and performance by such Stockholder of the Transaction Documents to which such Stockholder is a party and the consummation of the transactions contemplated thereby (other than the filing of the appropriate merger documents as required by the DGCL). The Board has determined that the Merger Transaction Documents to which such Stockholder is fair to, and in the best interests of the Stockholders, declared that the Merger is advisable and recommended the acceptance of the Merger and the adoption of this Agreement by the Stockholders. This Agreement has a party have been duly executed and delivered by the Company such Stockholder and, assuming that this Agreement constitutes a such Transaction Documents constitute valid and binding obligation obligations of Parent and Merger Subthe other party or parties thereto, constitutes a valid and binding obligation obligations of the Company such Stockholder, enforceable against the Company such Stockholder in accordance with its their respective terms, except to the extent that its enforceability such enforcement may be subject to limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally generally, and by general equitable principles.
(b) The execution and delivery of this Agreement the Transaction Documents to which such Stockholder is a party do not, and the consummation of the transactions contemplated by this Agreement thereby will not, (i) conflict with with, violate, or result in the violation of any of the provisions of the Company’s certificate of incorporation or by-laws bylaws of such Stockholder, if a corporation, the trust agreement of such Stockholder, if a trust, or the agreement of limited partnership of such Stockholder, if a limited partnership, or any resolutions adopted by the stockholders, board of directors, trustee(s), general partner or other equivalent charter documentsgoverning body of such Stockholder, as applicable, of the Company if a corporation or any of the Company Subsidiaries, in each case, as amended to the date of this Agreementa limited partnership, (ii) subject to with or without the consents, approvals, authorizations, declarations, filings and notices referred to in Section 3.4passage of time or the giving of notice or both, conflict with, with or result in a material breach of, constitute (with or without due notice or lapse of time or both) a material default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver Consent under, or result in the creation of any Lien upon any property or assets of such Stockholder pursuant to any material Contract to which the Company or any Company Subsidiary such Stockholder is a party or by which the Company such Stockholder or any Company Subsidiary is its, his or her properties may be bound or to which any of their respective assets is subjectaffected, or (iii) subject to the consents, approvals, authorizations, declarations, filings Consents and notices Filings referred to in Section on Schedule 3.4, contravene any domestic or foreign Law or any Order currently in effect, or (iv) result in the imposition of any Lien upon any assets of the Company or any Company SubsidiaryOrder.
Appears in 1 contract