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 creditors’ rights or by the principles governing the availability of equitable remedies.
Authorization of Transactions. Buyer is a limited liability company, duly qualified under the laws of the State of Delaware, 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 Buyer 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 Buyer. The Transaction Documents to which Buyer is a party have been duly and validly executed and delivered by Buyer. Each Transaction Document to which Buyer is a party constitutes the valid and legally binding obligation of Buyer, enforceable against Buyer 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 creditors’ rights or by the principles governing the availability of equitable remedies.
Authorization of Transactions. The Sellers 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 Seller Parent has as of the date of this Agreement (a) duly approved the Transaction Documents, (b) duly authorized the execution and delivery of the Transaction Documents, the performance of the Sellers’ obligations thereunder and the consummation of the Transactions and (c) resolved to recommend that the stockholders of the Seller Parent adopt and approve this Agreement (the “Seller Board Recommendation”). The affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Seller Parent common stock at the Seller Parent Stockholders Meeting or any adjournment or postponement thereof in favor of the adoption of this Agreement (the “Seller Stockholder Approval”) is the only vote or approval of the holders of any class or series of capital stock of the Sellers which is necessary to adopt this Agreement and approve the Transactions. No other proceedings on the part of the Sellers are necessary to approve and authorize the execution and delivery of the Transaction Documents, the performance of the Sellers’ obligations thereunder and the consummation of the Transactions. All Transaction Documents to which the Sellers are a party have been duly executed and delivered by the Sellers, as applicable, and, with respect to Transaction Documents executed subsequent to the date hereof, will be duly executed and delivered by the Sellers as of such date, and such Transaction Documents do or shall, as of the Closing Date, constitute the valid, legal and binding agreements of the respective Sellers enforceable against each such Seller in accordance with their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights; and as limited by general principles of equity that restrict the availability of equitable remedies.
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. 23 5.3 Capitalization .........................................................................................23 5.4
Authorization of Transactions. Buyer is natural person or is an entity duly organized and in good standing in the state of its organization and has the requisite power and capacity to execute and deliver the Transaction Documents to which it is a party and to perform Buyer’s obligations hereunder and thereunder. The execution, delivery and performance by Buyer 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 Buyer. The Transaction Documents to which Buyer is a party have been duly and validly executed and delivered by Buyer. Each Transaction Document to which Buyer is a party constitutes the valid and legally binding obligation of Buyer, enforceable against Buyer 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 creditors’ rights or by the principles governing the availability of equitable remedies.
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. All corporate action necessary by Seller to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby shall have been duly and validly taken.
Authorization of Transactions. 31 6.2 Absence of Conflicts.......................................31 6.3 Litigation.................................................31 6.4 Shares.....................................................32 6.5 Taxes......................................................32 6.6
Authorization of Transactions. Such Seller has full power, ----------------------------- authority and legal capacity to enter into this Agreement and the other documents contemplated hereby to which such Seller is a party and to perform his obligations hereunder and thereunder. This Agreement and the other documents contemplated hereby to which such Seller is a party have been duly executed and delivered by such Seller and constitute the valid and binding agreements of such Seller, enforceable in accordance with their respective terms.
