Authorization of Transactions Sample Clauses

Authorization of Transactions. The Company is a corporation duly authorized and in good standing in the State of Florida and has the requisite power and capacity to execute and deliver the Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. The execution, delivery and performance by the Company of the applicable Transaction Documents and the consummation of the Transactions have been duly and validly authorized by all requisite action on the part of the Company. The Transaction Documents to which the Company is a party have been duly and validly executed and delivered by The Company. Each Transaction Document to which the Company is a party constitutes the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms and conditions, except to the extent enforcement thereof may be limited by applicable bankruptcy, insolvency or other Laws affecting the enforcement of creditorsrights or by the principles governing the availability of equitable remedies.
Authorization of Transactions. (a) Seller has full corporate power and authority to execute and deliver this Agreement, the Warrant, the Noncompetition Agreement and each of the other Transaction Documents to which it is a party and, subject to receipt of the Seller Stockholder Approval, to consummate the transactions contemplated hereunder and thereunder and to perform each of its obligations hereunder and thereunder. The board of directors of Seller has duly approved this Agreement, the Warrant, the Noncompetition Agreement and each of the other Transaction Documents to which it is a party and has duly authorized the execution and delivery of this Agreement, the Warrant, the Noncompetition Agreement and each of the other Transaction Documents to which Seller is a party and the consummation of the transactions contemplated hereby and thereby. Except for the Seller Stockholder Approval and as otherwise set forth on Schedule 3.2, no other corporate proceedings on the part of Seller (including, without limitation, approval of Seller’s stockholders) are necessary to approve and authorize the execution and delivery of this Agreement, the Warrant, the Noncompetition Agreement and each of the other Transaction Documents to which Seller is a party and the consummation of the transactions contemplated hereby and thereby. This Agreement has been and the Warrant, the Noncompetition Agreement and each of the other Transaction Documents to which Seller is a party will be duly executed and delivered by Seller and constitute the valid and binding agreements of Seller, enforceable against Seller in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditorsrights and to general principles of equity.
Authorization of Transactions. The Purchasers have all requisite power and authority to execute and deliver the Transaction Documents to which any is a party and to consummate the Transactions. The board of directors of the Purchaser Parent has duly approved the Transaction Documents and has duly authorized the execution and delivery of the Transaction Documents the performance of the Purchasersobligations thereunder and the consummation of the Transactions. No other proceedings on the part of the Purchasers are necessary to approve and authorize the execution and delivery of the Transaction Documents the performance of the Purchasers’ obligations thereunder and the consummation of the Transactions. All Transaction Documents to which the Purchasers are a party have been duly executed and delivered by the Purchaser Parent or Purchaser Subsidiary, as the case may be, and constitute the valid, legal and binding agreements of the Purchaser Parent or Purchaser Subsidiary, as the case may be, enforceable against the Purchaser Parent or Purchaser Subsidiary in accordance with their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditorsrights; and as limited by general principles of equity that restrict the availability of equitable remedies.
Authorization of Transactions. The Company has full power and authority to execute and deliver the Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The board of directors of the Company has duly approved the Transaction Documents to which the Company is a party and has duly authorized the execution and delivery of such Transaction Documents and the consummation of the transactions contemplated thereby. No other corporate proceedings on the part of the Company are necessary to approve and authorize the execution and delivery of the Transaction Documents to which the Company is a party and the consummation of the transactions contemplated thereby. All Transaction Documents to which the Company is a party have been duly executed and delivered by the Company and constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their terms.
Authorization of Transactions. Buyer has full corporate power and authority to execute and deliver this Agreement and each of the Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The board of directors of Buyer has duly approved this Agreement and all Transaction Documents to which it is a party and has duly authorized the execution and delivery of this Agreement and all Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby. No other corporate proceedings on the part of Buyer are necessary to approve and authorize the execution and delivery of this Agreement or the Transaction Documents to which Buyer is a party and the consummation of the transactions contemplated hereby and thereby. This Agreement and all Transaction Documents to which Buyer is a party have been duly executed and delivered by Buyer and constitute the valid and binding agreements of Buyer enforceable against Buyer in accordance with their terms. Buyer has made available true, complete and correct copies of its Sixth Amended and Restated Certificate of Incorporation, dated September 5, 2012, and its bylaws, each as amended to date and in full force and effect on the date hereof, to the Company, and no amendments to any such organizational documents have been approved or proposed.
Authorization of Transactions. Management Stockholder has full power and authority to enter into this Agreement and the other agreements contemplated hereby to which Management Stockholder is a party, and to perform Management Stockholder's obligations hereunder and thereunder.
Authorization of Transactions. Seller has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by Seller and constitutes the valid and binding agreement of Seller, enforceable against Seller in accordance with its terms, except as such enforcement may be limited by application of equitable remedies and principles and by insolvency, moratorium, bankruptcy, and similar laws.
Authorization of Transactions. The Company has all requisite power and authority to execute and deliver this Agreement and perform its obligations hereunder. Each of the Xxxxxxxx Parties has all requisite power and authority to execute and deliver each Transaction Document to which it is a party and perform its respective obligations thereunder. The Company has all requisite corporate power and authority to issue, sell and deliver the Securities, in accordance with and upon the terms and conditions set forth in this Agreement, the Certificate of Incorporation, the Bylaws, the Registration Statement, the General Disclosure Package and the Prospectus. At the Closing Time and each Date of Delivery, all limited partnership, limited liability company or corporate action, as the case may be, required to be taken by the Xxxxxxxx Parties or any of their partners, members or stockholders for the authorization, issuance, sale and delivery of the Securities and the Common Units, the execution and delivery by the Xxxxxxxx Parties of each Transaction Document to which they are a party and the consummation of the transactions (including the Transactions) contemplated by this Agreement and the Transaction Documents shall have been validly taken.
Authorization of Transactions. The execution, delivery and performance of this Agreement by CNB have been duly authorized by the Board of Directors of CNB, this being the only authorization required under CNB's Certificate of Incorporation, its bylaws, or governing statutes. CNB has full corporate power to execute, deliver and perform this Agreement and to consummate the transactions herein contemplated, and such execution, delivery and performance does not violate any provisions of the Certificate of Incorporation of CNB, its bylaws, or any orders, agreements or directives to which CNB is a party or is otherwise bound. The execution, delivery and performance of this Agreement by Acquisition have been duly authorized by the Board of Directors of Acquisition, this being the only corporate authorization required under Acquisition's Certificate of Incorporation, its bylaws, or governing statutes. CNB, in its capacity as the sole stockholder of Acquisition, has approved this Agreement as required by the DGCL. Except for the regulatory approvals referred to in Section 5.1(c) hereof, no consent of any regulatory authority or other person is required to be obtained by CNB in order to permit CNB to perform its obligations hereunder or to permit consummation of the Merger.