Common use of Authorization of Transaction Clause in Contracts

Authorization of Transaction. Target has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder; provided, however, that Target cannot consummate the Merger unless and until it receives the Requisite Target Stockholder Approval. This Agreement constitutes the valid and legally binding obligation of Target, enforceable in accordance with its terms and conditions.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Myecheck, Inc.), Agreement and Plan of Merger (Victor Industries Inc), Agreement and Plan of Merger (Myecheck, Inc.)

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Authorization of Transaction. Subject only to Requisite Target Shareholder Approval, the Target has full power and authority (including full corporate power and authority) and has taken all corporate actions necessary to execute authorize the execution and deliver delivery of this Agreement and to perform the performance of its obligations hereunder; provided, however, that Target cannot consummate the Merger unless and until it receives the Requisite Target Stockholder Approval. This Agreement constitutes the valid and legally binding obligation of the Target, enforceable in accordance with its terms and conditions.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Fine Com International Corp /Wa/), Agreement and Plan of Merger (Aris Corp/), Agreement and Plan of Merger (Fine Com International Corp /Wa/)

Authorization of Transaction. The Target has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder; provided, however, that the Target cannot consummate the Merger unless and until it receives the Requisite Target Stockholder Approval. This Agreement constitutes the valid and legally binding obligation of the Target, enforceable in accordance with its terms and conditions.

Appears in 4 contracts

Samples: Merger Agreement (Century Park Pictures Corp), Merger Agreement (Century Park Pictures Corp), Merger Agreement (Knowledge Foundations Inc/De)

Authorization of Transaction. The Target has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder; provided, however, that the Target cannot consummate the Merger unless and until it receives the Requisite Target Stockholder Approval. This Agreement constitutes the valid and legally binding obligation of the Target, enforceable in accordance with its terms and conditions.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Dollar Maker Inc), Agreement and Plan (Second Cma Inc), Agreement and Plan of Merger (Tutornet Com Group Inc)

Authorization of Transaction. The Target has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder; provided, however, that the Target cannot consummate the Merger Share exchange unless and until it receives the Requisite Target Stockholder Approval. This Agreement constitutes the valid and legally binding obligation of the Target, enforceable in accordance with its terms and conditions.

Appears in 4 contracts

Samples: Agreement and Plan of Share Exchange (Internet Multi-Media Corp), Agreement and Plan of Share Exchange (Innovative Technology Systems Inc/Fl), Agreement and Plan of Share Exchange (Internet Multi-Media Corp)

Authorization of Transaction. The Target has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder; provided, however, that Target cannot consummate the Merger unless and until it receives the Requisite Target Stockholder Approval. This Agreement constitutes the valid and legally binding obligation of the Target, enforceable in accordance with its terms and conditions.

Appears in 3 contracts

Samples: Agreement and Plan (Idial Networks Inc), Agreement and Plan of Merger (Nucleus Inc), Agreement and Plan of Merger (Nucleus Inc)

Authorization of Transaction. The Target has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder; provided, however, that the Target cannot consummate the Merger unless and until it receives the Requisite Target Stockholder Shareholder Approval. This Agreement constitutes the valid and legally binding obligation of the Target, enforceable in accordance with its terms and conditions.

Appears in 2 contracts

Samples: Merger Agreement (Charmed Homes Inc.), Merger Agreement (Charmed Homes Inc.)

Authorization of Transaction. The Target has full power and authority (including full corporate power and authority) to execute and deliver this the Agreement and to perform its obligations hereunder; provided, however, that Target cannot consummate the Merger unless and until it receives the Requisite Target Stockholder Approvalthereunder. This The Agreement constitutes the valid and legally binding obligation of the Target, enforceable in accordance with its terms and conditions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Source Information Management Co), Agreement and Plan of Merger (Flegel S Leslie)

Authorization of Transaction. The Target has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder; provided, however, that Target cannot consummate the Merger unless and until it receives the Requisite Target Stockholder Approval. This Agreement constitutes the valid and legally binding obligation of the Target, enforceable in accordance with its terms and conditions. The Target need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Stock for Stock Exchange Agreement (Vincera, Inc.), Stock for Stock Exchange Agreement (Vincera, Inc.)

Authorization of Transaction. Target has full power and authority (including full corporate or other entity power and authority) to execute and deliver this Agreement and to perform its obligations hereunder; provided. Without limiting the generality of the foregoing, howeverthe board of directors of Target and Target Stockholders have duly authorized the execution, that Target cannot consummate the Merger unless delivery, and until it receives the Requisite Target Stockholder Approvalperformance of this Agreement by Target. This Agreement constitutes the valid and legally binding obligation of Target, enforceable in accordance with its terms and conditions.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Kinder Travel, Inc.), Reorganization and Asset Acquisition Agreement (Green 4 Media, Inc.)

Authorization of Transaction. The Target has full power and authority (including full corporate power and authority) authority to execute and deliver this Agreement and to perform its obligations hereunder; provided, however, that the Target cannot consummate the Merger unless and until it receives the Requisite Target Stockholder Approval. This Agreement constitutes the valid and legally binding obligation of the Target, enforceable in accordance with its terms and conditions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (California Investment Fund LLC), Agreement and Plan of Merger (California Investment Fund LLC)

Authorization of Transaction. The Target has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder; provided, however, that the Target cannot consummate the Merger unless and until it receives the Requisite Target Stockholder Approval. This Approval and approval of this Agreement constitutes the valid and legally binding obligation of Target, enforceable in accordance with its terms and conditions.by

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Incara Pharmaceuticals Corp), Agreement and Plan of Merger (Incara Pharmaceuticals Corp)

Authorization of Transaction. The Target has full power and authority (including full corporate power and authority) authority to execute and deliver this Agreement and to perform its obligations hereunder; provided, however, that Target cannot consummate the Merger unless and until it receives the Requisite Target Stockholder Approval. This Agreement constitutes the valid and legally binding obligation of the Target, enforceable in accordance with its terms and conditions. The Target need not give notice to, make any filing with, or obtain any authorization, consent, or approval of any government or Government Entity (including any approvals under the laws or regulations of the United Kingdom) in order to consummate the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Stock Exchange Agreement (World Callnet Inc)

Authorization of Transaction. Target and each of the Shareholders has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform his and its obligations hereunder; provided, however, that Target cannot consummate the Merger unless and until it receives the Requisite Target Stockholder Approval. This Agreement constitutes the valid and legally binding obligation of the Shareholder and Target, enforceable in accordance with its terms and conditions. Neither the Shareholders nor Target need give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Careerengine Network Inc)

Authorization of Transaction. Each of the Target and the Stockholders has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder; provided. Without limiting the generality of the foregoing, howeverthe board of directors of the Target and the Stockholders have duly authorized the execution, that Target cannot consummate delivery, and performance of this Agreement by the Merger unless and until it receives the Requisite Target Stockholder ApprovalTarget. This Agreement constitutes the valid and legally binding obligation of Targetthe Target and the Stockholders, enforceable in accordance with its terms and conditions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Claimsnet Com Inc)

Authorization of Transaction. The Target has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder; provided, however, that Target cannot consummate the Merger unless hereunder and until it receives has received the Requisite Target Stockholder ApprovalMember Approval concurrent with execution of this Agreement. This Agreement constitutes the valid and legally binding obligation of the Target, enforceable in accordance with its terms and conditions.

Appears in 1 contract

Samples: Merger Agreement (NB Manufacturing, Inc.)

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Authorization of Transaction. The Target has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder; provided. Without limiting the generality of the foregoing, however, that the board of directors of the Target cannot consummate and the Target Stockholders have each duly and unanimously approved the Merger unless and until it receives authorized the Requisite Target Stockholder Approvalexecution, delivery, and performance of this Agreement by the Target. This Agreement constitutes the valid and legally binding obligation of the Target, enforceable in accordance with its terms and conditions.

Appears in 1 contract

Samples: Employment Agreement (Saxton Inc)

Authorization of Transaction. Target has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder; provided. Without limiting the generality of the foregoing, howeverthe board of directors of Target and Target Stockholders has duly authorized the execution, that Target cannot consummate the Merger unless delivery, and until it receives the Requisite Target Stockholder Approvalperformance of this Agreement by Target. This Agreement constitutes the valid and legally binding obligation of Target, enforceable in accordance with its terms and conditions.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pure Capital Inc)

Authorization of Transaction. The Target has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder; provided. Without limiting the generality of the foregoing, howeverthe board of directors of the Target and the Shareholder have duly authorized the execution, that Target cannot consummate delivery, and performance of this Agreement by the Merger unless and until it receives the Requisite Target Stockholder ApprovalTarget. This Agreement constitutes the valid and legally binding obligation of the Target, enforceable in accordance with its terms and conditions.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sykes Enterprises Inc)

Authorization of Transaction. Each Target has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder; provided. Without limiting the generality of the foregoing, howeverthe board of directors of each Target and each Stockholder have duly authorized the execution, that Target cannot consummate delivery, and performance of this Agreement by the Merger unless and until it receives the Requisite Target Stockholder ApprovalTargets. This Agreement constitutes the valid and legally binding obligation of each Target, enforceable in accordance with its terms and conditions.

Appears in 1 contract

Samples: Purchase Agreement

Authorization of Transaction. The Target has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder; provided. Without limiting the generality of the foregoing, howeverthe board of directors of the Target and the Target Stockholders have duly authorized the execution, that Target cannot consummate delivery, and performance of this Agreement by the Merger unless and until it receives the Requisite Target Stockholder ApprovalTarget. This Agreement constitutes the valid and legally binding obligation of the Target, enforceable in accordance with its terms and conditions.

Appears in 1 contract

Samples: Asset Purchase Agreement (Mim Corp)

Authorization of Transaction. Target has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder; provided, however, that Target cannot consummate the Merger unless and until it receives subject to the Requisite Target Stockholder Approval. This Agreement constitutes the valid and legally binding obligation of Target, enforceable against it in accordance with its terms and conditions.

Appears in 1 contract

Samples: Merger Agreement (Stericycle Inc)

Authorization of Transaction. Target has full power and authority (including full corporate power and authority) , to execute and deliver this Agreement and to perform its obligations hereunder; provided. Without limiting the generality of the foregoing, howeverthe Stockholders and the board of directors of Target have duly authorized the execution, that Target cannot consummate the Merger unless delivery, and until it receives the Requisite Target Stockholder Approvalperformance of this Agreement by Target. This Agreement constitutes the valid and legally binding obligation of Target, enforceable in accordance with its terms and conditions.

Appears in 1 contract

Samples: Asset Purchase Agreement (Professional Diversity Network, Inc.)

Authorization of Transaction. Target has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder; provided, however, that the Target cannot consummate the Merger unless and until it receives the Requisite Target Stockholder Approvalapproval of its shareholders. This Agreement constitutes the valid and legally binding obligation of the Target, enforceable in accordance with its terms and conditions.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (First Cash Financial Services Inc)

Authorization of Transaction. Target has full power and authority (including full corporate power and authority) , to execute and deliver this Agreement and to perform its obligations hereunder; provided. Without limiting the generality of the foregoing, howeverthe stockholders and the board of directors of Target have duly authorized the execution, that Target cannot consummate the Merger unless delivery, and until it receives the Requisite Target Stockholder Approvalperformance of this Agreement by Target. This Agreement constitutes the valid and legally binding obligation of Target, enforceable in accordance with its terms and conditions.

Appears in 1 contract

Samples: Asset Purchase Agreement (Professional Diversity Network, Inc.)

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