Authorization. (a) Southside has the corporate power and authority to enter into this Agreement and the Southside and Allegiant Voting Agreements, and to carry out its obligations under the Southside and Allegiant Voting Agreements and, subject to the approval of this Agreement, the Merger and the transactions contemplated thereby by the shareholders of Southside and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and the transactions contemplated hereby and thereby is the affirmative vote of the holders of at least two-thirds of the outstanding shares of Southside Common Stock entitled to vote at a meeting called for such purpose. The execution, delivery and performance of this Agreement and the Southside and Allegiant Voting Agreements by Southside and the consummation by Southside of the transactions contemplated hereby and thereby in accordance with and subject to the terms of this Agreement and the Southside and Allegiant Voting Agreements have been duly authorized by the Board of Directors of Southside. Each of the Southside and Allegiant Voting Agreements and, subject to the approval of Southside's shareholders and subject to the receipt of such approvals of the Regulatory Authorities as may be required by statute or regulation, this Agreement, is a valid and binding obligation of Southside enforceable against Southside in accordance with its respective terms. Southside's Board of Directors has taken all actions so that none of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated hereby. (b) Neither the execution nor delivery nor performance by Southside of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside of the transactions contemplated hereby or thereby, nor compliance by Southside with any of the provisions hereof or thereof, will (i) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assets. (c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Allegiant Bancorp Inc), Merger Agreement (Southside Bancshares Corp)
Authorization. (a) Southside has The execution, delivery and performance by the corporate power and authority to enter into Company of this Agreement and the Southside and Allegiant Voting Agreements, and to carry out its obligations under consummation by the Southside and Allegiant Voting Agreements Company of the Transactions are within the Company's corporate powers and, subject to except for the approval Company Shareholders Approval, have been duly authorized by all necessary corporate action on the part of this Agreement, the Merger and the transactions contemplated thereby by the shareholders of Southside and the Regulatory Authorities, to carry out its obligations under this AgreementCompany. The only shareholder vote required for Southside to approve this Agreement, the Merger and the transactions contemplated hereby and thereby is the affirmative vote of the holders of at least two-thirds a majority of the outstanding shares of Southside Company Common Stock entitled is the only vote of the holders of any of the Company's capital stock required to vote complete the Transactions, including the Merger (the "Company Shareholders Approval"). This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except to the extent that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws from time to time in effect affecting generally the enforcement of creditors' rights or remedies; and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law) (clauses (i) and (ii) collectively, the "Equitable Exceptions").
(b) At a meeting duly called and held, the Transaction Committee has unanimously (i) determined that this Agreement and the Transactions are fair to and in the best interests of the Company and the Company's shareholders, (ii) declared advisable this Agreement and the Transactions, and (iii) recommended to the Company Board that this Agreement and the Transactions be approved by the Company Board and submitted to the Company Shareholders Meeting for approval by the shareholders of the Company (such purposerecommendation, which as of the date of this Agreement has not been rescinded, modified or amended in any respect, the "Transaction Committee Recommendation"). The At a meeting duly called and held, the Company Board has (A) determined that this Agreement and the Transactions are fair to and in the best interests of the Company and the Company's shareholders, (B) approved, adopted and declared advisable this Agreement and the Transactions, (C) recommended that this Agreement and the Transactions be submitted to the Company Shareholders Meeting for approval by the shareholders of the Company, and (D) adopted the recommendation by the Transaction Committee for approval and adoption of this Agreement and the Transaction by the shareholders of the Company (such recommendation, which as of the date of this Agreement has not been rescinded, modified or amended in any respect, the "Company Board Recommendation").
(c) Assuming the accuracy of the representations and warranties set forth in Section 5.2(b), the execution, delivery and performance by the Company of this Agreement and the Southside consummation by the Company of the Transactions require no action by or in respect of, or filing with, any Governmental Authority, other than (i) the filing and Allegiant Voting Agreements recordation of appropriate merger or other documents as required by Southside the MIBCA and by relevant authorities of other jurisdictions in which the Company is qualified to do business (including the Articles of Merger), (ii) compliance with any applicable requirements of the 1933 Act, the 1934 Act, any other applicable U.S. state or federal securities laws and the consummation by Southside rules and requirements of the transactions contemplated hereby NYSE and thereby in accordance with and subject to Euronext, including the terms of this Agreement and the Southside and Allegiant Voting Agreements have been duly authorized by the Board of Directors of Southside. Each filing of the Southside Registration Statement, the Proxy Statement or any other Company Disclosure Documents or Parent Disclosure Documents with the SEC, the NYSE, Euronext or the FSMA, and Allegiant Voting Agreements and, subject to the approval of Southside's shareholders and subject to the receipt of (iii) such approvals of the Regulatory Authorities as may be required by statute or regulation, this Agreement, is a valid and binding obligation of Southside enforceable against Southside in accordance with its respective terms. Southside's Board of Directors has taken all actions so under any Antitrust Laws that none of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, are applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated herebyTransactions.
(b) Neither the execution nor delivery nor performance by Southside of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside of the transactions contemplated hereby or thereby, nor compliance by Southside with any of the provisions hereof or thereof, will (i) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assets.
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Euronav NV), Agreement and Plan of Merger (Euronav NV)
Authorization. (a) Southside The Company has the full corporate power and authority to enter into execute and deliver this Agreement, the Registration Rights Agreement and the Warrants, to issue the Common Stock pursuant to this Agreement and the Southside and Allegiant Voting AgreementsWarrants, and to carry out its obligations under the Southside and Allegiant Voting Agreements and, subject to the approval of this Agreement, the Merger and the transactions contemplated thereby by the shareholders of Southside and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and consummate the transactions contemplated hereby and thereby is in accordance with the affirmative vote of the holders of at least two-thirds of the outstanding shares of Southside Common Stock entitled to vote at a meeting called for such purposeterms hereof and thereof. The execution, execution and delivery and performance of this Agreement, the Registration Rights Agreement and the Southside Warrants, and Allegiant Voting Agreements by Southside the issuance of the Common Stock issuable upon a Closing and pursuant to the Warrants, and the consummation of the transactions contemplated hereby and thereby have been duly authorized by Southside the Board of Directors of the Company. To the Knowledge of the Company, no other corporate proceedings on the part of the Company are necessary to approve and authorize the execution and delivery of this Agreement, the Registration Rights Agreement and the Warrants, and the issuance of the Common Stock issuable upon a Closing and pursuant to the Warrants, and the consummation of the transactions contemplated hereby and thereby in accordance with the terms hereof and subject thereof, except for any approval of the Company's shareholders that may be required pursuant to Rule 4460 of the Marketplace Rules of the Nasdaq Stock Market. This Agreement and the Registration Rights Agreement have been duly executed and delivered by the Company, and the Common Stock issuable in accordance with the terms of this Agreement or upon exercise of the Warrants, upon the payment of the purchase price therefor in accordance with the terms hereof and thereof, will be duly and validly issued, fully paid and nonassessable, and each of this Agreement, the Registration Rights Agreement and the Southside Warrants, when executed and Allegiant Voting Agreements have been duly authorized by the Board of Directors of Southside. Each delivered constitute valid and binding obligations of the Southside and Allegiant Voting Agreements andCompany enforceable against the Company in accordance with their terms, subject to the approval of Southside's shareholders and subject to the receipt of such approvals of the Regulatory Authorities as may be required by statute applicable bankruptcy, insolvency or regulation, this Agreement, is a valid and binding obligation of Southside enforceable against Southside in accordance with its respective terms. Southside's Board of Directors has taken all actions so that none of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri lawsimilar laws relating to, or otherwise will apply to affecting generally the Merger or this Agreement or the transactions contemplated hereby.
(b) Neither the execution nor delivery nor performance by Southside of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside of the transactions contemplated hereby or thereby, nor compliance by Southside with any of the provisions hereof or thereof, will (i) violate, conflict with, or result in a breach of any provisions enforcement of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party creditors' rights and remedies or by which it may be bound, or to which Southside or any other equitable principles of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assetsgeneral application.
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Structured Equity Line Financing Agreement (Elcom International Inc), Structured Equity Line Flexible Financing Agreement (Elcom International Inc)
Authorization. (a) Southside has the Parent and Merger Sub have all requisite corporate power and authority to enter into execute and deliver this Agreement and the Southside Ancillary Agreements to be executed and Allegiant Voting Agreements, delivered by Parent and to carry out its obligations under the Southside and Allegiant Voting Agreements and, subject to the approval of this Agreement, the Merger and the transactions contemplated thereby by the shareholders of Southside and the Regulatory AuthoritiesSub pursuant hereto, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and consummate the transactions contemplated hereby and thereby is the affirmative vote of the holders of at least two-thirds of the outstanding shares of Southside Common Stock entitled and to vote at a meeting called for such purposeperform their obligations hereunder and thereunder. The execution, execution and delivery and performance of this Agreement and Agreement, the Southside and Allegiant Voting Ancillary Agreements by Southside and the consummation by Southside of the transactions contemplated hereby and thereby in accordance have been duly and validly authorized by Parent's Board of Directors. Except for the filing of the Certificate of Merger with and subject the Delaware Secretary of State, no other corporate proceedings on the part of Parent or Merger Sub are necessary to the terms of authorize this Agreement and the Southside Ancillary Agreements to which they are to be parties and Allegiant Voting Agreements have the transactions contemplated hereby and thereby. This Agreement has been duly authorized executed and delivered by the Board each of Directors of Southside. Each Parent and Merger Sub and is, and upon execution and delivery of the Southside and Allegiant Voting Ancillary Agreements andto which Parent and/or Merger Sub are or will be parties, subject to the approval of Southside's shareholders and subject to the receipt each of such approvals of the Regulatory Authorities as may be required by statute or regulationAncillary Agreements will be, this Agreementlegal, is a valid and binding obligation obligations of Southside Parent and/or Merger Sub enforceable against Southside Parent and/or Merger Sub in accordance with its respective their terms. Southside's Board , in each case, except as such enforceability may be limited by (a) bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors' rights generally and (b) the general principles of Directors has taken all actions so that none equity, regardless of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes whether asserted in a proceeding in equity or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri at law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated hereby.
(b) Neither The Board of Directors of Merger Sub, by written consent duly adopted prior to the execution nor delivery nor performance by Southside of date hereof, has resolved (x) that this Agreement or and the Southside or Allegiant Voting Agreements, nor Ancillary Agreements and the consummation by Southside of the Merger and the other transactions contemplated hereby or thereby, nor compliance by Southside with any of the provisions hereof or thereof, will (i) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result and thereby are fair to and in the termination ofbest interests of Merger Sub and the stockholder of Merger Sub, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any noteapproved and declared advisable this Agreement, bondthe Ancillary Agreements and the Merger and the other transactions contemplated hereby and thereby, mortgageon the terms and subject to the conditions set forth herein, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any in accordance with the requirements of the Southside Subsidiaries is a party or DGCL, and (z) submitted this Agreement for adoption by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assets.
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933Parent, as amendedthe sole stockholder of Merger Sub. Parent, as the sole stockholder of Merger Sub, has duly approved and adopted this Agreement and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this AgreementMerger.
Appears in 2 contracts
Authorization. (a) Southside The Company and DLQ Parent each has the all requisite corporate power and authority to enter into execute and deliver this Agreement and the Southside and Allegiant Voting Agreements, Additional Agreements to which it is a party and to carry out its obligations under the Southside and Allegiant Voting Agreements and, subject to the approval of this Agreement, the Merger and the transactions contemplated thereby by the shareholders of Southside and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and consummate the transactions contemplated hereby and thereby is thereby, in the affirmative vote case of the holders of at least two-thirds Merger, subject to receipt of the outstanding shares of Southside Common Stock entitled to vote at a meeting called for such purposeCompany Stockholder Approval and the DLQ Parent Stockholder Approval. The execution, execution and delivery and performance by the Company of this Agreement and the Southside and Allegiant Voting Additional Agreements by Southside to which it is a party and the consummation by Southside the Company and DLQ Parent of the transactions contemplated hereby and thereby in accordance with and subject to the terms of this Agreement and the Southside and Allegiant Voting Agreements have been duly authorized by all necessary corporate action on the part of the Company or DLQ Parent, as the case may be (other than, in the case of the Merger, the receipt of the Company Stockholder Approval or the DLQ Parent Stockholder Approval). No other corporate proceedings on the part of the Company or DLQ Parent are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Company Stockholder Approval or the DLQ Parent Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which the Company or DLQ Parent is a party have been duly executed and delivered by the Company or DLQ Parent, as the case may be, and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto, this Agreement and the Additional Agreements to which the Company or DLQ Parent is a party constitute a legal, valid and binding obligation of the Company or DLQ Parent, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”).
(b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the Board of Directors of Southside. Each the Company, the Board of Directors of the Southside Company has (i) approved the execution, delivery and Allegiant Voting performance by the Company of this Agreement, the Additional Agreements andto which it is a party and the consummation of the transactions contemplated hereby and thereby, subject to including the approval of Southside's shareholders Merger, on the terms and subject to the receipt of such approvals of the Regulatory Authorities as may be required by statute or regulation, conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Agreements to which it is a valid party, and binding obligation of Southside enforceable against Southside the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and in accordance with its respective terms. Southside's Board of Directors has taken all actions so that none the best interests of the Rights, Article Twelve Company and the Company Stockholders; (iii) directed that the adoption of Southside's Articles of Incorporation, Sections 351.407 this Agreement be submitted to the Company Stockholders for consideration and 351.459 recommended that all of the Missouri Statutes Company Stockholders adopt this Agreement. The affirmative vote or written consent of DLQ Parent as the sole stockholder of the Company (the “Company Stockholder Approval”) is the only vote or consent of any other Missouri antitakeover measure, whether pursuant of the holders of Company Common Stock necessary to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to adopt this Agreement and approve the Merger or this Agreement or and the consummation of the other transactions contemplated hereby.
(bc) Neither By resolutions duly adopted (and not thereafter modified or rescinded) by the execution nor requisite vote of the Board of Directors of DLQ Parent, the Board of Directors of DLQ Parent has (i) approved the execution, delivery nor and performance by Southside DLQ Parent of this Agreement or Agreement, the Southside or Allegiant Voting Agreements, nor Additional Agreements to which it is a party and the consummation by Southside of the transactions contemplated hereby or and thereby, nor compliance by Southside with any of including the provisions hereof or thereofMerger, will (i) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in on the termination of, or accelerate terms and subject to the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or set forth herein and therein; (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of determined that this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assets.
(c) Other than in connection or in compliance with the provisions of the Missouri StatuteAgreement, the Securities Act of 1933, as amendedAdditional Agreements to which it is a party, and the rules transactions contemplated hereby and regulations thereunder thereby, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests of DLQ Parent and the DLQ Parent Stockholders; (collectivelyiii) directed that the adoption of this Agreement be submitted to the DLQ Parent Stockholders for consideration and recommended that all of the DLQ Parent Stockholders adopt this Agreement. The affirmative vote or written consent of holders of a majority of the then outstanding shares of the common stock of DLQ Parent present in person or by proxy and entitled to vote at the DLQ Parent Stockholder Meeting, assuming a quorum is present (the "Securities Act"“DLQ Parent Stockholder Approval”), is the Securities Exchange Act only vote of 1934, as amended, the holders of any of DLQ Parent’s capital stock necessary to adopt this Agreement and approve the Merger and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws consummation of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreementhereby.
Appears in 2 contracts
Sources: Merger Agreement (Logiq, Inc.), Merger Agreement (Abri SPAC I, Inc.)
Authorization. (a) Southside has All corporate action on the corporate power and authority to enter into this Agreement and the Southside and Allegiant Voting Agreements, and to carry out its obligations under the Southside and Allegiant Voting Agreements and, subject to the approval of this Agreement, the Merger and the transactions contemplated thereby by the shareholders of Southside and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and the transactions contemplated hereby and thereby is the affirmative vote part of the holders of at least two-thirds of Company, its directors and its shareholders necessary for the outstanding shares of Southside Common Stock entitled to vote at a meeting called for such purpose. The authorization, execution, delivery and performance of this Agreement Agreement, the Notes, the Warrant and the Southside and Allegiant Voting Agreements Security Agreement (collectively, the “Loan Documents”) by Southside the Company and the consummation by Southside performance of the transactions contemplated hereby Company’s obligations hereunder and thereby thereunder, including the issuance and delivery of the Notes and Warrant and the reservation of the equity securities issuable upon conversion of the Notes and exercise of the Warrant (collectively, the “Conversion Shares” and, together with the Notes and the Warrants, the “Securities”) has been taken or will be taken prior to the issuance of such Securities, as applicable. The Loan Documents, when executed and delivered by the Company, shall constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, (b) as limited by general principles of equity that restrict the availability of equitable remedies and subject (c) with respect to the terms of this Agreement and the Southside and Allegiant Voting Agreements have been duly authorized by the Board of Directors of Southside. Each of the Southside and Allegiant Voting Agreements andrights to indemnity, subject to the approval of Southside's shareholders federal and subject to the receipt of such approvals of the Regulatory Authorities as may be required by statute or regulationstate securities laws. The Securities, this Agreement, is a valid and binding obligation of Southside enforceable against Southside in accordance with its respective terms. Southside's Board of Directors has taken all actions so that none of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated hereby.
(b) Neither the execution nor delivery nor performance by Southside of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside of the transactions contemplated hereby or thereby, nor compliance by Southside with any of the provisions hereof or thereof, will (i) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assets.
(c) Other than in connection or when issued in compliance with the provisions of the Missouri StatuteLoan Documents, will be validly issued, fully paid and nonassessable. The issuance of the Securities Act pursuant to the provisions of 1933this Agreement will not violate any preemptive rights or rights of first refusal granted by the Company that will not be validly complied with or waived. The Securities, as amendedwhen issued in compliance with the provisions of the Loan Documents, will be free of any liens or encumbrances, other than any liens or encumbrances created by or imposed upon the Investor through no action of the Company; provided, however, that the Securities may be subject to restrictions on transfer under (i) that certain Investor Rights Agreement, by and among the Company and the rules and regulations thereunder other signatories thereto, dated August 4, 2010 (collectively, the "Securities Act"“Investor Rights Agreement”), (ii) the Securities Exchange Act of 1934, as amended, Company’s Bylaws and the rules and regulations thereunder (the "Exchange Act"), the iii) state and/or federal securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreementlaws.
Appears in 2 contracts
Sources: Note and Warrant Purchase Agreement (Biocept Inc), Note and Warrant Purchase Agreement (Biocept Inc)
Authorization. (a) Southside The Company has the requisite corporate power to execute and authority to enter into deliver this Agreement and the Southside and Allegiant Voting Agreementsother Transaction Documents to which it is a party, to consummate the Transactions and to carry out its obligations under comply with the Southside and Allegiant Voting Agreements and, subject to the approval provisions of this Agreement, the Merger and the transactions contemplated thereby by the shareholders of Southside and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and the transactions contemplated hereby and thereby is the affirmative vote of the holders of at least two-thirds of the outstanding shares of Southside Common Stock entitled to vote at a meeting called for such purpose. The execution, delivery and performance of this Agreement and the Southside other Transaction Documents to which the Company is a party, the performance by the Company of its obligations hereunder and Allegiant Voting Agreements by Southside thereunder and the consummation by Southside the Company of the transactions contemplated hereby and thereby in accordance with and subject to the terms of this Agreement and the Southside and Allegiant Voting Agreements have been duly authorized by all necessary corporate action on the Board of Directors of Southside. Each part of the Southside Company (other than the Stockholder Approval). This Agreement has been, and Allegiant Voting Agreements andupon its execution the other Transaction Documents to which the Company is a party shall have been, duly executed and delivered by the Company and are valid and binding obligations of the Company, enforceable against it in accordance with its terms, subject to the approval of Southside's shareholders and subject to the receipt limitation of such approvals of the Regulatory Authorities as may be required enforcement by statute or regulation, this Agreement, is a valid and binding obligation of Southside enforceable against Southside in accordance with its respective terms. Southside's Board of Directors has taken all actions so that none of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated hereby.
(b) Neither the execution nor delivery nor performance by Southside of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside of the transactions contemplated hereby or thereby, nor compliance by Southside with any of the provisions hereof or thereof, will (i) violatethe effect of bankruptcy, conflict withinsolvency, or result in a breach of any provisions ofreorganization, or constitute a default (or an event whichreceivership, with notice or lapse of time or bothconservatorship, would constitute a default) underarrangement, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement moratorium or other instrument laws affecting or obligation relating to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, creditors’ rights generally or (ii) subject to compliance with the statutes rules governing the availability of specific performance, injunctive relief or other equitable remedies and regulations referred to general principles of equity, regardless of whether considered in subsection a proceeding in equity or at law (cthe “Enforceability Exceptions”). The Board of Directors unanimously adopted resolutions (A) of approving this Section 2.04Agreement and the Transactions, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any (B) declaring that this Agreement and the Transactions are advisable and in the best interests of the Southside Subsidiaries or any of their respective properties or assets.
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, Company and the rules Company’s stockholders, (C) directing that the Stockholder Proposal be submitted to for approval by the Company’s stockholders and regulations thereunder (collectivelyD) recommending that the Company’s stockholders approve the Stockholder Proposal, the "Securities Act")which resolutions have not been rescinded, the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities modified or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or withdrawn in any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreementway.
Appears in 2 contracts
Sources: Share Purchase Agreement (Weichai America Corp.), Share Purchase Agreement (Power Solutions International, Inc.)
Authorization. (a) Southside The Member has the corporate right, power and authority capacity to enter into execute and deliver this Agreement and any other certificate, agreement, document or other instrument to be executed and delivered by the Member in connection with the transactions contemplated by this Agreement (collectively, the “Member Ancillary Documents”) and to perform the Member’s obligations under this Agreement and the Southside and Allegiant Voting Agreements, Member Ancillary Documents and to carry out its obligations under the Southside and Allegiant Voting Agreements and, subject to the approval of this Agreement, the Merger and the transactions contemplated thereby by the shareholders of Southside and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and consummate the transactions contemplated hereby and thereby is the affirmative vote thereby. This Agreement and each of the holders of at least two-thirds Member Ancillary Documents have been duly executed and delivered by the Member and constitute the valid and binding agreements of the outstanding shares Member, enforceable against the Member in accordance with their respective terms, subject to applicable bankruptcy, insolvency and other similar laws affecting the enforceability of Southside Common Stock entitled creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies.
(b) Each Company has full power and authority to vote at a meeting called for such purposeexecute and deliver this Agreement and any other certificate, agreement, document or other instrument to be executed and delivered by it in connection with the transactions contemplated by this Agreement (collectively, the “Company Ancillary Documents”) and to perform its obligations under this Agreement and the Company Ancillary Documents and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance of this Agreement and the Southside Company Ancillary Documents by each of the Companies and Allegiant Voting Agreements the performance by Southside each of the Companies of its obligations hereunder and thereunder and the consummation by Southside of the transactions contemplated hereby provided for herein and thereby therein have been duly and validly authorized by all necessary manager, director, member and shareholder action, as applicable, on the part of each of the Companies. This Agreement and each of the Company Ancillary Documents have been duly executed and delivered by each of the Companies and constitute the valid and binding agreements of each of the Companies, enforceable against each of the Companies in accordance with and subject to the terms of this Agreement and the Southside and Allegiant Voting Agreements have been duly authorized by the Board of Directors of Southside. Each of the Southside and Allegiant Voting Agreements andtheir respective terms, subject to applicable bankruptcy, insolvency and other similar laws affecting the approval enforceability of Southside's shareholders and subject to the receipt of such approvals of the Regulatory Authorities as may be required by statute or regulationcreditors’ rights generally, this Agreement, is a valid and binding obligation of Southside enforceable against Southside in accordance with its respective terms. Southside's Board of Directors has taken all actions so that none of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated hereby.
(b) Neither the execution nor delivery nor performance by Southside of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside of the transactions contemplated hereby or thereby, nor compliance by Southside with any of the provisions hereof or thereof, will (i) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assets.
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, general equitable principles and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act discretion of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreementcourts in granting equitable remedies.
Appears in 2 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (PRGX Global, Inc.)
Authorization. (a) Southside The Company has the all necessary corporate power and authority to enter into execute and deliver this Agreement and the Southside all other agreements and Allegiant Voting Agreementsdocuments contemplated hereby to which it is a party, and to carry out perform its obligations under the Southside hereunder and Allegiant Voting Agreements thereunder and, subject to the approval of this Agreement, the Merger and the transactions contemplated thereby Agreement by the shareholders of Southside and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and the transactions contemplated hereby and thereby is the affirmative vote of the holders of Common Shares representing at least two-thirds (2/3) of the voting power of all outstanding shares of Southside Common Stock Shares entitled to vote at in accordance with the DGCL (the “Stockholder Approval”), to consummate the transactions contemplated by this Agreement. Each Company Subsidiary has all necessary corporate, limited liability company or partnership power and authority, as applicable, to execute and deliver all agreements and documents contemplated hereby to which it is a meeting called party and to perform its obligations thereunder. Except for such purpose. The the Stockholder Approval, the execution, delivery and performance by the Company of this Agreement and the Southside and Allegiant Voting Agreements by Southside and the consummation by Southside of the transactions contemplated hereby and thereby in accordance with and subject to the terms of this Agreement and the Southside and Allegiant Voting Agreements have been duly authorized by the Board of Directors of Southside. Each of the Southside and Allegiant Voting Agreements and, subject to the approval of Southside's shareholders and subject to the receipt of such approvals of the Regulatory Authorities as may be required by statute or regulation, this Agreement, is a valid and binding obligation of Southside enforceable against Southside in accordance with its respective terms. Southside's Board of Directors has taken all actions so that none of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated hereby.
(b) Neither the execution nor delivery nor performance by Southside of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside of the transactions contemplated hereby or thereby, nor compliance by Southside with any of the provisions hereof or thereof, will (i) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assets.
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action on behalf of the Company. No other corporate proceedings on the part of the Company or any holders of any of its securities are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, including the Merger, other than the Stockholder Approval and the filing of the Certificate of Merger pursuant to the DGCL. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of Gannett and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles.
(b) The Company Board, at a meeting duly called and held prior to the execution of this Agreement, has, by unanimous vote of those directors present (who constituted 100% of the directors of the Company then in office), (i) resolved that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of the Company and its stockholders; (ii) declared advisable and in all respects approved and adopted this Agreement and the transactions contemplated by this Agreement, including the Merger and the Restructuring; (iii) took all actions necessary so that the restrictions contained in any Takeover Law or in the Company’s Organizational Documents will not apply with respect to or as a result of this Agreement, the Merger, the Related Agreements, the Restructuring and the other transactions contemplated by this Agreement; (iv) determined as of such date that neither Gannett nor Merger Sub nor any of their respective Affiliates or Associates (as such terms are defined in Article Twelve of the Company’s certificate of incorporation) is an “Interested Person” as such term is used in Article Twelve of the Company’s certificate of incorporation; and (v) resolved to submit this Agreement and the Merger to the Company’s stockholders for approval, and to recommend that the Company’s stockholders approve this Agreement and the Merger (the “Company Board Recommendation”), which actions have not been subsequently rescinded, modified or withdrawn except as expressly permitted by Section 6.4(d). The Stockholder Approval of this Agreement and the transactions contemplated hereby, including the Merger, is the only vote of the holders of any class or series of capital stock of the Company necessary to approve this Agreement and approve the transactions contemplated by this Agreement, including the Merger and the Restructuring.
Appears in 2 contracts
Sources: Merger Agreement (Gannett Co Inc /De/), Merger Agreement (Belo Corp)
Authorization. (a) Southside The Company has the all necessary corporate power and authority to enter into execute and deliver this Agreement and the Southside and Allegiant Voting AgreementsAgreement, and to carry out perform its obligations under the Southside and Allegiant Voting Agreements hereunder and, subject to the approval adoption of this Agreement, the Merger and the transactions contemplated thereby Agreement by the shareholders of Southside and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and the transactions contemplated hereby and thereby is the affirmative vote of the holders of at least two-thirds a majority of the outstanding shares of Southside Company Common Stock entitled to vote at a meeting called thereon (the “Required Company Vote”), to consummate the transactions contemplated hereby. Except for such purpose. The the receipt of the Required Company Vote, the execution, delivery and performance by the Company of this Agreement and the Southside and Allegiant Voting Agreements by Southside and the consummation by Southside of the transactions contemplated hereby and thereby in accordance with and subject to the terms of this Agreement and the Southside and Allegiant Voting Agreements have been duly and validly authorized by the Board of Directors of Southside. Each the Company and all other necessary corporate action on behalf of the Southside and Allegiant Voting Agreements andCompany. No other corporate proceedings on the part of the Company or any holders of any of its securities are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, subject to including the approval of Southside's shareholders and subject to Merger, other than the receipt of such approvals the Required Company Vote. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the Regulatory Authorities as may be required by statute or regulationParent, this AgreementIntermediate Holdco and Merger Sub, is constitutes a legal, valid and binding obligation of Southside the Company, enforceable against Southside the Company in accordance with its respective terms. Southside's Board , except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of Directors has taken all actions so that none of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes general applicability relating to or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation affecting creditors’ rights or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated herebyby general equity principles.
(b) Neither The Board of Directors of the Company, at a meeting duly called and held prior to the execution nor of this Agreement, has, by unanimous vote of those directors present (who constituted all of the directors of the Company then in office) (i) determined that this Agreement is advisable and in the best interests of the Company and its stockholders, (ii) adopted resolutions approving the execution, delivery nor and performance by Southside the Company of this Agreement or and declaring the Southside or Allegiant Voting Agreementsadvisability of this Agreement, nor (iii) adopted resolutions, subject to Section 7.04, recommending that the consummation by Southside holders of the transactions contemplated hereby or thereby, nor compliance by Southside with any shares of the provisions hereof or thereof, will (i) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of Company Common Stock adopt this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assets.
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder Agreement (the "Exchange Act"“Company Recommendation”) and (iv) directed that such matter be submitted for consideration by Company stockholders at a meeting of such stockholders to be called for such purpose (the “Company Stockholders Meeting”), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Gannett Co., Inc.), Merger Agreement (New Media Investment Group Inc.)
Authorization. (a) Southside The Company has the all requisite corporate power and authority to enter into this Agreement execute and the Southside and Allegiant Voting Agreements, and to carry out its obligations under the Southside and Allegiant Voting Agreements and, subject to the approval of deliver this Agreement, the Merger to perform its obligations hereunder and to consummate the transactions contemplated thereby by the shareholders of Southside and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and the transactions contemplated hereby and thereby is the affirmative vote of the holders of at least two-thirds of the outstanding shares of Southside Common Stock entitled to vote at a meeting called for such purposehereby. The execution, delivery and performance of this Agreement and the Southside consummation by the Company of the Merger have been duly and Allegiant Voting Agreements validly authorized by Southside all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or the consummation by Southside of the transactions contemplated hereby and thereby in accordance hereby, other than, with and subject respect to the terms Merger, the adoption of this Agreement and by the Southside and Allegiant Voting Agreements have holders of at least a majority of the outstanding aggregate voting power of Company Common Stock, voting together as a single class (the “Company Stockholder Approval”). This Agreement has been duly authorized and validly executed and delivered by the Board of Directors of Southside. Each of the Southside and Allegiant Voting Agreements Company and, subject to assuming the approval of Southside's shareholders due execution and subject to delivery by Parent and Merger Sub, constitutes the receipt of such approvals of the Regulatory Authorities as may be required by statute or regulation, this Agreement, is a valid and binding obligation of Southside the Company, enforceable against Southside the Company in accordance with its respective terms. Southside's Board , subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, rehabilitation, liquidation, preferential transfer, moratorium and similar Laws now or hereafter affecting creditors’ rights generally and subject, as to enforceability, to general principles of Directors has taken all actions so that none equity (regardless of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes whether enforcement is sought in a proceeding at equity or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated hereby).
(b) Neither The Board of Directors of the execution nor delivery nor performance by Southside Company has, acting upon the unanimous recommendation of the Special Committee, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) resolved to recommend that the Company Stockholders approve the adoption of this Agreement or and (iv) directed that this Agreement be submitted to the Southside or Allegiant Voting Agreements, nor the consummation by Southside of the transactions contemplated hereby or thereby, nor compliance by Southside with any of the provisions hereof or thereof, will (i) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assetsCompany Stockholders for adoption.
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, This Agreement and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated hereby, including the Merger and the acquisition of “Beneficial Ownership” of “Equity Securities” (as each such term is defined in the Spinco Agreement) of the Company by Parent, have been approved in advance by a majority of the “Qualified Directors” (as such term is defined in the Spinco Agreement) of the Company, such that this Agreement and the transactions contemplated hereby, including the Merger and the acquisition of Beneficial Ownership of Equity Securities of the Company by Parent, qualify as a “Qualified Acquisition” (as such term is defined in the Spinco Agreement) for purposes of Section 5(a) of the Spinco Agreement.
(d) The Company Stockholder Approval is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and to consummate the transactions contemplated hereby, including the Merger, under applicable Law or under the Company Charter or Company Bylaws.
Appears in 2 contracts
Sources: Merger Agreement (Liberty Interactive Corp), Merger Agreement (HSN, Inc.)
Authorization. (a) Southside The Company has the all necessary corporate power and authority to enter into this Agreement execute and the Southside and Allegiant Voting Agreements, and to carry out its obligations under the Southside and Allegiant Voting Agreements and, subject to the approval of deliver this Agreement, the Merger and the transactions contemplated thereby by the shareholders of Southside and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Yucaipa Investment Agreement, the Merger Amended and Restated Stockholder Agreement and the Amended and Restated Yucaipa Stockholder Agreement (collectively, the “Ancillary Agreements”), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby is thereby. The Board of Directors has duly adopted resolutions at a meeting duly called and held (i) adopting, authorizing, approving and declaring this Agreement, the affirmative vote Ancillary Agreements, the classification of the holders of at least two-thirds Shares as Convertible Preferred Stock, the issuance of the outstanding Investor Shares at Closing, the reservation for issuance of the shares of Southside Common Convertible Preferred Stock entitled issued pursuant to Section 4 of the Convertible Preferred Articles Supplementary and the Underlying Securities and the other transactions contemplated hereby and by the Ancillary Agreements on the terms and subject to the conditions set forth herein and therein advisable, fair to and in the best interest of the Company, (ii) adopting the Company By-Laws Amendment and the Convertible Preferred Articles Supplementary, (iii) directing that the proposal for the Conversion Stockholder Approval be submitted to a vote at a meeting called of the stockholders of the Company and (iv) recommending that the stockholders of the Company adopt the proposal for such purposethe Conversion Stockholder Approval. No “fair price,” “moratorium,” “control share acquisition,” “business combination,” or other similar anti-takeover provision under Maryland or Federal Laws, including Section 3-702 of the Maryland General Corporation Law, apply to this Agreement, the Offering and the other transactions contemplated hereby, and pursuant to the Company By-Laws Amendment, the Company will be exempt from the application of the Maryland Control Share Acquisition Act (Section 3-701, et seq. of the Maryland General Corporation Law) following the date thereof. The execution, delivery and performance of this Agreement and the Southside and Allegiant Voting Ancillary Agreements by Southside and the consummation by Southside the Company of the transactions contemplated hereby and thereby thereby, including the issuance (or reservation for issuance), sale and delivery of the Shares and the Underlying Securities, have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company or its material subsidiaries or vote of holders of any class or series of capital stock of the Company or its material subsidiaries is necessary to authorize this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereby and thereby, including the issuance (or reservation for issuance), sale and delivery of the Shares and the Underlying Securities, other than the approval, to the extent and as required under the rules and regulations of the NYSE, of (1) the Shares, when voting together with common stock, par value $1.00 per share, of the Company (“Common Stock”), becoming entitled to cast the full number of votes on an as-converted basis and (2) the issuance of the full amount Common Stock upon the exercise of conversion rights of the Shares, in each case by the affirmative vote of holders of a majority of the votes present and entitled to vote at the stockholders’ meeting duly called, noticed and convened for such purpose, at which the total votes cast represent over 50% in interest of all Voting Stock in accordance with the NYSE rules for stockholder approval (the “Conversion Stockholder Approval”). This Agreement has been duly executed and subject to delivered by the terms of this Agreement Company and (assuming due authorization, execution and delivery by each Investor and the Southside Investors’ Representative) constitutes, and Allegiant Voting Agreements have been duly authorized each Ancillary Agreement, when executed and delivered by the Board of Directors of Southside. Each of Company (assuming due authorization, execution and delivery by the Southside and Allegiant Voting Agreements andother parties thereto), subject to the approval of Southside's shareholders and subject to the receipt of such approvals of the Regulatory Authorities as may be required by statute or regulationwill constitute, this Agreement, is a valid and binding obligation of Southside the Company, enforceable against Southside the Company in accordance with its respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law). Southside's Board of Directors has taken all actions so that none The sale and issuance of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated hereby.
(b) Neither the execution nor delivery nor performance by Southside of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside of the transactions contemplated hereby or thereby, nor compliance by Southside with any of the provisions hereof or thereof, will (i) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assets.
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amendedShares at Closing are not, and the rules and regulations thereunder (collectively, issuance of shares of Convertible Preferred Stock pursuant to Section 4 of the "Securities Act"), the Securities Exchange Act of 1934, as amended, Convertible Preferred Articles Supplementary and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws issuance of the various states Underlying Securities will not be, subject to any preemptive rights or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals rights of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreementfirst offer.
Appears in 2 contracts
Sources: Investment Agreement (Great Atlantic & Pacific Tea Co Inc), Investment Agreement (Great Atlantic & Pacific Tea Co Inc)
Authorization. (a) Southside Company has the full corporate power and authority to enter into this Agreement and the Southside and Allegiant Voting Agreements, and to carry out its obligations under the Southside and Allegiant Voting Agreements and, subject to the approval of this Agreement, the Merger and the transactions contemplated thereby by the shareholders of Southside and the Regulatory Authorities, to carry out its obligations under this Agreementhereunder and to consummate the transactions contemplated hereby. The only shareholder vote required for Southside to approve execution and delivery by Company of this Agreement, the Merger performance by Company of its obligations hereunder and the consummation by Company of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Company. This Agreement has been duly executed and delivered by Company, and this Agreement constitutes, legal, valid and binding obligations of Company enforceable against Company in accordance with their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, and (ii) general principles of equity that restrict the availability of equitable remedies.
(b) The Company Board, at a meeting duly called and held at which all directors of Company were present, duly and unanimously adopted resolutions (i) determining that the terms of this Agreement, the Mergers and the other transactions contemplated hereby are fair to and in the best interests of the Stockholders, (ii) approving and declaring advisable this Agreement and the transactions contemplated hereby hereby, including the Mergers, (iii) directing that this Agreement be submitted to the Stockholders for adoption and thereby is approval and (iv) resolving to recommend that the affirmative Stockholders vote in favor of the holders of at least two-thirds of the outstanding shares of Southside Common Stock entitled to vote at a meeting called for such purpose. The execution, delivery adoption and performance approval of this Agreement and the Southside and Allegiant Voting Agreements by Southside and the consummation by Southside of the transactions contemplated hereby and thereby in accordance with and subject to the terms of this Agreement and the Southside and Allegiant Voting Agreements have been duly authorized by the Board of Directors of Southside. Each of the Southside and Allegiant Voting Agreements and, subject to the approval of Southside's shareholders and subject to the receipt of such approvals of the Regulatory Authorities as may be required by statute or regulation, this Agreement, is a valid and binding obligation of Southside enforceable against Southside in accordance with its respective terms. Southside's Board of Directors has taken all actions so that none of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated hereby.
(b) Neither , including the execution nor delivery nor performance by Southside of this Agreement Mergers, which resolutions have not been subsequently rescinded, modified or the Southside or Allegiant Voting Agreements, nor the consummation by Southside of the transactions contemplated hereby or thereby, nor compliance by Southside with withdrawn in any of the provisions hereof or thereof, will (i) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assetsway.
(c) Other than The Required Stockholder Approval is the only approval of the holders of any class or series of Company’s capital stock or other securities required in connection or in compliance with the provisions consummation of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this AgreementMerger.
Appears in 2 contracts
Sources: Merger Agreement (Aytu Bioscience, Inc), Merger Agreement (Aytu Bioscience, Inc)
Authorization. (a) Southside Each Amber Entity has the corporate requisite corporate, limited liability company or other similar power and authority to enter into execute and deliver this Agreement Agreement, to perform its covenants, agreements and the Southside and Allegiant Voting Agreements, obligations hereunder and to carry out consummate the transaction contemplated hereby. Each Amber Entity and each of its applicable Affiliates has the requisite corporate, limited liability company or other similar power and authority to execute and deliver each Additional Agreement to which it is or will be a party, to perform its covenants, agreements and obligations under thereunder and to consummate the Southside transactions contemplated thereby. The execution and Allegiant Voting Agreements and, subject to the approval delivery by each Amber Entity of this Agreement, the Merger execution and delivery by each Amber Entity and each of their respective Affiliates of the transactions contemplated thereby Additional Agreements to which it is, or will be, a party, the performance by the shareholders each Amber Entity and each of Southside their respective Affiliates of its covenants, agreements and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this AgreementAgreement or any Additional Agreements, the Merger and the transactions contemplated hereby and thereby is the affirmative vote of the holders of at least two-thirds of the outstanding shares of Southside Common Stock entitled to vote at a meeting called for such purpose. The executionas applicable, delivery and performance of this Agreement and the Southside and Allegiant Voting Agreements by Southside and the consummation by Southside each Amber Entity and each of the transactions contemplated hereby and thereby in accordance with and subject to the terms of this Agreement and the Southside and Allegiant Voting Agreements have been duly authorized by the Board of Directors of Southside. Each of the Southside and Allegiant Voting Agreements and, subject to the approval of Southside's shareholders and subject to the receipt of such approvals of the Regulatory Authorities as may be required by statute or regulation, this Agreement, is a valid and binding obligation of Southside enforceable against Southside in accordance with its their respective terms. Southside's Board of Directors has taken all actions so that none of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated hereby.
(b) Neither the execution nor delivery nor performance by Southside of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside Affiliates of the transactions contemplated hereby or thereby, nor compliance as applicable, are within the respective corporate, limited liability company, or other similar powers and authority of each Amber Entity or each such Affiliate thereof, as applicable, and have been duly authorized by Southside with any all necessary corporate (or similar) action on the part of each Amber Entity and each of such Affiliate. This Agreement constitutes, and, upon their execution and delivery, each of the provisions hereof or thereof, will (i) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or Additional Agreements to which an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside Amber Entity or any of its Affiliates, is, or will be, a party, will constitute, a valid and legally binding agreement of each Amber Entity or each Affiliate thereof, as applicable, enforceable against each such Amber Entity or Affiliate (assuming that this Agreement and the Southside Subsidiaries under any of Additional Agreements to which each Amber Entity or each Affiliate thereof is or is contemplated to be a party are or will be upon execution thereof, as applicable, duly authorized, executed and delivered by the non-Affiliated Persons party thereto), as applicable, in accordance with their respective terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assetsRemedies Exception.
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Business Combination Agreement (ARYA Sciences Acquisition Corp IV), Business Combination Agreement (Amicus Therapeutics, Inc.)
Authorization. (a) Southside has the corporate power The execution, delivery and authority to enter into this Agreement performance by Parent and the Southside and Allegiant Voting Agreements, and to carry out its obligations under the Southside and Allegiant Voting Agreements and, subject to the approval each Merger Sub of this Agreement, the Merger Related Agreements to which each is a party, and the transactions contemplated thereby consummation by Parent and each Merger Sub of the shareholders Transactions are within the corporate and limited liability company powers of Southside Parent and each Merger Sub and, except for the Regulatory AuthoritiesTransactions Approval, to carry out its obligations under this Agreementhave been duly authorized by all necessary corporate and limited liability company action on the part of Parent and each Merger Sub. The only shareholder votes of the holders of any of Parent’s capital stock necessary in connection with the Transactions are the affirmative vote required for Southside of the holders of a majority of the shares of Parent Common Stock present (in person or by proxy) and voting at the Parent Stockholders Meeting (as defined below) to approve this Agreement, the Merger ▇▇▇▇▇▇ Agreement and the transactions contemplated hereby and thereby is the affirmative vote (provided that each of the holders Sellers shall, and each of at least two-thirds them shall cause each of their Affiliates to, vote the outstanding shares of Southside Parent Common Stock entitled that they beneficially own in accordance with Section 8.2 hereof) (the “Transactions Approval”). This Agreement and each Related Agreement to vote at which it is a party constitutes a valid and binding agreement of Parent and each Merger Sub enforceable against each of them in accordance with its terms, except to the extent that the enforceability thereof may be limited by the Equitable Exceptions.
(b) At a meeting duly called for such purpose. The executionand held, delivery and performance of the Special Committee has unanimously (i) determined that this Agreement, the ▇▇▇▇▇▇ Agreement and the Southside and Allegiant Voting Agreements by Southside and the consummation by Southside of the transactions contemplated hereby and thereby are fair to and in accordance with the best interests of Parent and subject Parent’s stockholders (other than the Sellers and their respective Affiliates), (ii) declared advisable this Agreement, the ▇▇▇▇▇▇ Agreement and the transactions contemplated hereby and thereby, including the Merger, and (iii) recommended to the terms Parent Board that this Agreement, the ▇▇▇▇▇▇ Agreement and the transactions contemplated hereby and thereby be approved by the Parent Board and submitted to the Parent Stockholders Meeting for approval by the Parent’s stockholders (such recommendation, the “Special Committee Recommendation”), which resolutions and Special Committee Recommendation have not been subsequently rescinded, modified or amended in any respect except to the extent occurring after the date of this Agreement in compliance with Section 7.6(b). At a meeting duly called and held, the Parent Board has (A) determined that this Agreement, the ▇▇▇▇▇▇ Agreement and the transactions contemplated hereby and thereby are fair to and in the best interests of Parent and Parent’s stockholders (other than the Sellers and their respective Affiliates), (B) approved, adopted and declared advisable this Agreement, the ▇▇▇▇▇▇ Agreement and the transactions contemplated hereby and thereby, including the Merger, (C) recommended that this Agreement, the ▇▇▇▇▇▇ Agreement and the transactions contemplated hereby and thereby be submitted to the Parent Stockholders Meeting for approval by the Parent’s stockholders, and (D) adopted the recommendation by the Special Committee for approval of this Agreement, the ▇▇▇▇▇▇ Agreement and the transactions contemplated hereby and thereby by the stockholders of Parent (such recommendation, the “Parent Board Recommendation”), which resolutions and Parent Board Recommendation have not been subsequently rescinded, modified or amended in any respect except to the extent occurring after the date of this Agreement in compliance with Section 7.6(b).
(c) Assuming the accuracy of the representations and warranties set forth in Section 4.2(d) and Section 5.2(b), the execution, delivery and performance by Parent and each Merger Sub of this Agreement and the Southside and Allegiant Voting Related Agreements have been duly authorized by the Board of Directors of Southside. Each of the Southside and Allegiant Voting Agreements and, subject to the approval of Southside's shareholders and subject to the receipt of such approvals of the Regulatory Authorities as may be required by statute or regulation, this Agreement, which each is a valid party and binding obligation of Southside enforceable against Southside in accordance with its respective terms. Southside's Board of Directors has taken all actions so that none of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated hereby.
(b) Neither the execution nor delivery nor performance by Southside of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside Parent and each Merger Sub of the transactions contemplated hereby Transactions require no action by or therebyin respect of, nor compliance by Southside with or filing with, any of the provisions hereof or thereofGovernmental Authority, will other than (i) violate, conflict with, or result in a breach the filing and recordation of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement appropriate merger or other instrument or obligation documents as required by the MILLCA and by relevant authorities of other jurisdictions in which Parent is qualified to which Southside or any do business (including the Oaktree Holdco Certificate of Merger and the Southside Subsidiaries is a party or by which it may be bound▇▇▇▇▇▇ Holdco Certificate of Merger), or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or and (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any requirements of the Southside Subsidiaries or any of their respective properties or assets.
(c) Other than in connection or in compliance with the provisions of the Missouri Statute1933 Act, the Securities Act of 19331934 Act, as amended, any other applicable state or federal securities laws and the rules and regulations thereunder (collectivelyrequirements of Nasdaq, including the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws filing of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under Parent Disclosure Documents with the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this AgreementSEC.
Appears in 2 contracts
Sources: Merger Agreement (Oaktree Capital Management Lp), Merger Agreement (Star Bulk Carriers Corp.)
Authorization. (a) Southside The Company has the all requisite corporate power and authority to enter into execute and deliver this Agreement and subject, in the Southside and Allegiant Voting Agreements, and to carry out its obligations under case of the Southside and Allegiant Voting Agreements and, subject to consummation of the approval of this Agreement, the Merger and the transactions contemplated thereby by the shareholders of Southside and the Regulatory AuthoritiesMerger, to carry out its obligations under this Agreement. The only shareholder vote required for Southside obtaining the Requisite Stockholder Approval, to approve this Agreement, the Merger and consummate the transactions contemplated hereby and thereby is to perform its obligations hereunder. The execution and delivery of this Agreement by the affirmative vote Company and the consummation by the Company of the holders of at least two-thirds transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the outstanding shares Company and no additional corporate proceedings on the part of Southside Common Stock entitled the Company are necessary to vote authorize this Agreement or the consummation of the transactions contemplated hereby other than obtaining the Requisite Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally, and (ii) is subject to general principles of equity.
(b) The Company Board, at a meeting duly called and held at which all directors were present, unanimously (i) determined that the terms of the Merger are fair to and in the best interests of the Company and its stockholders, and declared it advisable to enter into this Agreement providing for such purpose. The the merger of Merger Sub with and into the Company in accordance with the DGCL, upon the terms and subject to the conditions set forth herein, (ii) approved the execution, delivery and performance of this Agreement and the Southside and Allegiant Voting Agreements by Southside and the consummation by Southside of the transactions contemplated hereby and thereby in accordance with and subject to the DGCL upon the terms of and conditions contained herein, and (iii) resolved to recommend that the Company Stockholders adopt this Agreement and the Southside and Allegiant Voting Agreements have been duly authorized by the Board of Directors of Southside. Each of the Southside and Allegiant Voting Agreements and, subject to the approval of Southside's shareholders and subject to the receipt of such approvals of the Regulatory Authorities as may be required by statute or regulation, this Agreement, is a valid and binding obligation of Southside enforceable against Southside in accordance with its respective terms. Southside's Board of Directors has taken all actions so that none of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated hereby.
(b) Neither the execution nor delivery nor performance by Southside of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside of the transactions contemplated hereby or thereby, nor compliance by Southside with any of the provisions hereof or thereof, will (i) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assets.
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder DGCL (the "Exchange Act"“Company Board Recommendation”), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (3com Corp), Merger Agreement (Hewlett Packard Co)
Authorization. (a) Southside The Company has the all necessary corporate power and authority to enter into this Agreement and will at the Southside and Allegiant Voting AgreementsClosing have taken all necessary corporate action, and to carry out its obligations under the Southside and Allegiant Voting Agreements and, subject to the including stockholder consent or approval of this Agreement, the Merger and the transactions contemplated thereby by the shareholders of Southside and the Regulatory Authorities(if necessary), to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and consummate the transactions contemplated hereby and thereby is the affirmative vote of the holders of at least two-thirds of the outstanding shares of Southside Common Stock entitled to vote at a meeting called for such purposeperform its obligations hereunder. The execution, execution and delivery and performance of this Agreement by the Company and the Southside and Allegiant Voting Agreements by Southside and the consummation by Southside performance of the transactions contemplated hereby and thereby in accordance with and subject to the terms of this Agreement and the Southside and Allegiant Voting Agreements its obligations hereunder have been duly and validly authorized by the Board of Directors of Southside. Each the Company and, other than the approval and adoption of this Agreement by the requisite vote of the Southside and Allegiant Voting Agreements andCompany's stockholders, subject to no other corporate proceedings on the approval of Southside's shareholders and subject to the receipt of such approvals part of the Regulatory Authorities as may be required Company are necessary, and this Agreement has been duly executed and delivered by statute or regulationthe Company and (assuming the valid authorization, execution and delivery of this Agreement, is Agreement by the Parent and the Purchaser) constitutes a valid and binding obligation of Southside the Company enforceable against Southside it in accordance with its respective terms. Southside's Board , except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to or limiting creditors' rights generally and (ii) general principles of Directors has taken all actions so equity (whether considered in an action in equity or at law) which provide, among other things, that none the remedy of specific performance and injunctive and other forms of equity relief are subject to equitable defenses and the discretion of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or court before which any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated herebyproceedings therefor may be brought.
(b) Neither the execution nor delivery nor performance by Southside The Board of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside Directors of the transactions contemplated hereby or thereby, nor compliance Company has duly and validly approved and taken all corporate action required to be taken by Southside with any the Board of the provisions hereof or thereof, will (i) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assets.
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary Directors for the consummation by Southside approval and confirmation of the transactions contemplated by this Agreement and the Tender Agreements, including, without limitation, all actions necessary to render the provisions of Section 203 of the Delaware Law inapplicable to transactions contemplated by this Agreement or the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to the Parent, the Purchaser, the Merger, this Agreement, the Tender Agreements or any of the transactions contemplated by this Agreement or the Tender Agreements in connection with the transactions contemplated by this Agreement or the Tender Agreements.
(c) The Board of Directors of the Company has duly and validly approved and taken all corporate actions required to be taken by the Board of Directors for the approval of the amendments to the Amended and Restated Certificate of Incorporation of the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to (i) the provisions of the Exchange Act relating to the distribution of an information statement to the stockholders of the Company and (ii) the filing of a certificate of amendment ("Certificate of Amendment") with the Secretary of State of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery of the Tender Agreements, the tender of shares of Common Stock pursuant to the Offer and the grant of the options contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the Company.
Appears in 2 contracts
Sources: Merger Agreement (Ibp Inc), Merger Agreement (Foodbrands America Inc)
Authorization. (a) Southside Each of Seller, FGWLA, CLAC and, if applicable, their Affiliates has the corporate requisite power and authority to enter into this Agreement execute, deliver and the Southside and Allegiant Voting Agreements, and to carry out perform its obligations under this Agreement, each of the Southside Ancillary Agreements to be executed by it and Allegiant Voting the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements. The execution and delivery by Seller, FGWLA, CLAC and, if applicable, their Affiliates of this Agreement, the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by Seller, FGWLA, CLAC and, if applicable, their Affiliates, and the performance by Seller, FGWLA, CLAC and, if applicable, their Affiliates of their respective obligations hereunder and thereunder, have been duly authorized by all necessary corporate action on the part of Seller, FGWLA, CLAC and, if applicable, their Affiliates. This Agreement has been duly executed and delivered by Seller, FGWLA and CLAC and, subject to the approval of this Agreementdue execution and delivery hereof by Purchaser, the Merger and the transactions contemplated thereby by the shareholders of Southside and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and the transactions contemplated hereby and thereby is the affirmative vote of the holders of at least two-thirds of the outstanding shares of Southside Common Stock entitled to vote at a meeting called for such purpose. The execution, delivery and performance of this Agreement and the Southside and Allegiant Voting Agreements by Southside and the consummation by Southside of the transactions contemplated hereby and thereby in accordance with and subject to the terms of this Agreement and the Southside and Allegiant Voting Agreements have been duly authorized by the Board of Directors of Southside. Each of the Southside and Allegiant Voting Agreements and, subject to the approval of Southside's shareholders and subject to the receipt of such approvals of the Regulatory Authorities as may be required by statute or regulation, this Agreement, is a valid and binding obligation of Southside Seller, FGWLA and CLAC, respectively, enforceable against Southside Seller, FGWLA and CLAC, as appropriate, in accordance with its respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). Southside's Board of Directors has taken all actions so that none of the RightsEach Ancillary Agreement and each other agreement, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 document and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant instrument to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or be executed and delivered in connection with this Agreement or the transactions contemplated hereby.
(b) Neither Ancillary Agreements, when executed and delivered by Seller, FGWLA, CLAC and, if applicable, their Affiliates, will be duly executed and delivered by Seller, FGWLA, CLAC and their Affiliates, as applicable, and, subject to the due execution nor and delivery nor performance of such agreements, documents and instruments by Southside of the other parties thereto, each Ancillary Agreement and each other agreement, document and instrument to be delivered in connection with this Agreement or the Southside Ancillary Agreements executed by Seller, FGWLA, CLAC or Allegiant Voting Agreementstheir Affiliates will be a valid and binding obligation of Seller, nor the consummation FGWLA, CLAC or their Affiliates, as applicable, enforceable against Seller, FGWLA, CLAC or their Affiliates, as appropriate, in accordance with its terms, except as enforceability may be limited by Southside bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and by general equitable principles (regardless of the transactions contemplated hereby or thereby, nor compliance by Southside with any of the provisions hereof or thereof, will (i) violate, conflict with, or result whether such enforceability is considered in a breach of any provisions of, proceeding in equity or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assetsat law).
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Asset and Stock Purchase Agreement (Great West Life & Annuity Insurance Co), Asset and Stock Purchase Agreement (Cigna Corp)
Authorization. (a) Southside The Company has the all requisite corporate power and authority to enter into this Agreement and the Southside and Allegiant Voting Agreements, Transaction Agreements and to carry out and perform its obligations under the Southside terms of the Transaction Agreements, including the issuance and Allegiant Voting Agreements and, subject to sale of the approval of this AgreementSecurities, the Merger issuance of the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants (the “Pre-Funded Warrant Shares”), and the transactions contemplated thereby by issuance of the shareholders shares of Southside Common Stock issuable upon exercise of the Common Warrants (the “Common Warrant Shares” and together with the Pre-Funded Warrant Shares, the “Warrant Shares”) (or Pre-Funded Warrants in lieu thereof). All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization of the Shares and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this AgreementWarrant Shares, the Merger and the transactions contemplated hereby and thereby is the affirmative vote of the holders of at least two-thirds of the outstanding shares of Southside Common Stock entitled to vote at a meeting called for such purpose. The authorization, execution, delivery and performance of this Agreement and the Southside and Allegiant Voting Transaction Agreements by Southside and the consummation by Southside of the transactions contemplated hereby herein, including the issuance and thereby in accordance with sale of the Securities and subject to the terms Warrant Shares, has been taken. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each Investor and that this Agreement constitutes the legal, valid and binding agreement of each Investor, this Agreement and the Southside and Allegiant Voting Agreements have been duly authorized by the Board of Directors of Southside. Each each of the Southside and Allegiant Voting Agreements andWarrants constitutes a legal, subject to the approval of Southside's shareholders and subject to the receipt of such approvals of the Regulatory Authorities as may be required by statute or regulation, this Agreement, is a valid and binding obligation of Southside the Company, enforceable against Southside the Company in accordance with its respective terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws relating to or affecting the rights of creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). Southside's Upon its execution by the Company and the other parties thereto and assuming that it constitutes legal, valid and binding agreements of the other parties thereto, the Registration Rights Agreement will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws relating to or affecting the rights of creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). A subcommittee of the Audit Committee of the Board of Directors has taken all actions so that none comprised solely of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes independent directors who are not Investors or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated hereby.
(b) Neither the execution nor delivery nor performance by Southside of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside of the transactions contemplated hereby or thereby, nor compliance by Southside with any of the provisions hereof or thereof, will (i) violate, conflict with, or result in a breach affiliates of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assets.
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of Investor has approved the transactions contemplated by this Agreementthe Transaction Agreements.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Grace Therapeutics, Inc.), Securities Purchase Agreement (Grace Therapeutics, Inc.)
Authorization. (a) Southside The Company has the all requisite corporate power and authority to enter into this Agreement into, execute, deliver and the Southside and Allegiant Voting Agreements, and to carry out its obligations under the Southside and Allegiant Voting Agreements and, subject to the approval of this Agreement, the Merger and the transactions contemplated thereby by the shareholders of Southside and the Regulatory Authorities, to carry out perform its obligations under this Agreement. The only shareholder vote required for Southside Agreement and each of the other Transaction Documents to approve this Agreement, the Merger which it is or will be a party and to consummate the transactions contemplated hereby hereunder and thereby is the affirmative vote thereunder, subject to receipt of the holders of at least two-thirds Company Shareholders Approval. Except for the Company Shareholders Approval , all corporate actions on the part of the outstanding shares of Southside Common Stock entitled to vote at a meeting called Company necessary for such purpose. The executionthe authorization, execution and delivery and performance of this Agreement and the Southside and Allegiant Voting Agreements by Southside other Transaction Documents to which it is or will be a party and the consummation by Southside performance of the transactions contemplated hereby all its obligations hereunder and thereby thereunder (including any board approval in accordance with Article 25.2(a) of the Company Articles) have been taken prior to the execution and delivery of this Agreement, subject to the terms filing of the Second Merger Filing Documents. This Agreement and the other Transaction Documents to which the Company is or will be a party is, or when executed by the other parties thereto, will be, valid and legally binding obligations of the Company, enforceable against the Company in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other applicable laws now or hereafter in effect of general application affecting enforcement of creditors’ rights generally, and (b) as limited by applicable laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. The only votes of holders of any class or series of share capital of the Company necessary to approve and adopt this Agreement and the Transactions contemplated hereby are (i) the approval and adoption of this Agreement and the Southside and Allegiant Voting Agreements have been duly authorized by the Board of Directors of Southside. Each of the Southside and Allegiant Voting Agreements and, subject to the approval of Southside's shareholders and subject to the receipt of such approvals of the Regulatory Authorities as may be required by statute or regulation, this Agreement, is a valid and binding obligation of Southside enforceable against Southside in accordance with its respective terms. Southside's Board of Directors has taken all actions so that none of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated hereby.
(b) Neither the execution nor delivery nor performance by Southside of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside of the transactions Transactions contemplated hereby or thereby, nor compliance by Southside with any of the provisions hereof or thereof, will an Ordinary Resolution (i) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result as defined in the termination ofCompany Articles), or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes approval and regulations referred to adoption of the amendment of the Company Articles as contemplated by Section 6.1(a) by a Special Resolution (as defined in subsection the Company Articles), (ciii) a consent from all of the Investors (as defined in the Company Articles) for exempting the Transactions from Article 10 (Anti-Dilution Protection) of this the Company Articles, (iv) a Company Preferred Shareholders Consent for exempting the Transactions from Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any 1.1 (Liquidation Rights) and Section 1.3 (Conversion Rights) of Schedule I of the Southside Subsidiaries or any of their respective properties or assets.
Company Articles, and (cv) Other than in connection or in compliance with the provisions approval and adoption of the Missouri Statute, Plan of Second Merger by a Special Resolution (as defined in the Securities Act of 1933, as amended, and the rules and regulations thereunder Company Articles) (collectively, the "Securities Act"“Company Shareholders Approval”). No Group Company has given a power of attorney or any other authority (express, implied or ostensible) which is still outstanding or effective to any Person to enter into any Contract or commitment or to do anything on its behalf, other than any authority to its employees, officers, agents, advisors and consultants to enter into routine trading Contracts in the Securities Exchange Act Ordinary Course of 1934, as amended, their duties and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws business of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreementrespective Group Companies.
Appears in 2 contracts
Sources: Business Combination Agreement (Lanvin Group Holdings LTD), Business Combination Agreement (Primavera Capital Acquisition Corp.)
Authorization. (a) Southside has the corporate Seller and its Affiliates have all requisite corporate, limited liability company or other entity power and authority to enter into execute and deliver this Agreement and the Southside and Allegiant Voting AgreementsAncillary Agreements to which Seller or any of its Affiliates is a party, as applicable, and to carry out its obligations under the Southside and Allegiant Voting Agreements and, subject to the approval of this Agreement, the Merger and the transactions contemplated thereby by the shareholders of Southside and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and consummate the transactions contemplated hereby and thereby is the affirmative vote of the holders of at least two-thirds of the outstanding shares of Southside Common Stock entitled to vote at a meeting called for such purposethereby. The execution, execution and delivery and performance of this Agreement and the Southside and Allegiant Voting Ancillary Agreements by Southside to which Seller or any of its Affiliates is a party and the consummation by Southside of the transactions contemplated hereby and thereby in accordance with and subject to the terms by Seller or any Affiliate of this Agreement and the Southside and Allegiant Voting Agreements Seller, as applicable, have been duly authorized by all requisite corporate, limited liability company or other entity power action of Seller or such Affiliate of Seller, as applicable. This Agreement has been (and the Board execution and delivery of Directors of Southside. Each each of the Southside Ancillary Agreements to which Seller or any Affiliate of Seller will be a party will be) duly executed and Allegiant Voting Agreements delivered by Seller (and, subject to in the approval of Southside's shareholders and subject to the receipt of such approvals case of the Regulatory Authorities as may be required Ancillary Agreements, by statute Seller or regulationthe applicable Affiliate of Seller) and constitutes (and each such Ancillary Agreement when so executed and delivered by Seller or the applicable Affiliate of Seller will constitute) a valid, legal and binding agreement of Seller (and in the case of the Ancillary Agreements, Seller or Affiliates of Seller party thereto) (assuming that this AgreementAgreement has been, and the Ancillary Agreements to which Seller or any Affiliate of Seller is a valid party will be, duly and binding obligation of Southside validly authorized, executed and delivered by the other Persons party thereto), enforceable against Southside Seller (and in the case of the Ancillary Agreements, Seller or Affiliates of Seller party thereto) in accordance with its respective terms. Southside's Board , except (i) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws affecting the enforcement of Directors has taken all actions so creditors’ rights generally and (ii) that none the availability of equitable remedies, including specific performance, is subject to the discretion of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or court before which any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated herebyproceeding thereof may be brought.
(b) Neither Assuming the execution nor truth and accuracy of the representations and warranties of Buyer set forth in Section 3.2(b), no notices to, filings with or authorizations, registrations, declarations, consents or approvals of any Governmental Authority are necessary for the execution, delivery nor or performance by Southside Seller or any Affiliate of Seller of this Agreement or the Southside Ancillary Agreements to which Seller or Allegiant Voting Agreements, nor any Affiliate of Seller is a party or the consummation by Southside Seller or its Affiliates of the transactions contemplated hereby or thereby, nor compliance by Southside with any including the pre-Closing amalgamation of ▇▇▇▇▇▇▇▇▇ Building Systems Limited and Gienow Canada Inc. and transfer of the provisions hereof or thereofCanada Transferred Assets and assignment of the Canada Assumed Liabilities, will except for (i) violatecompliance with and filings under the HSR Act and any other applicable Competition Laws, conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject those the failure of which to compliance with obtain or make would not reasonably be expected to be materially adverse to the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any ongoing conduct of the Southside Subsidiaries or any Business, taken as a whole and (iii) those that may be required solely as a result of their respective properties or assetsfacts specific to Buyer and its Affiliates.
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Nucor Corp), Securities Purchase Agreement (Cornerstone Building Brands, Inc.)
Authorization. (a) Southside Assuming that the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of the DGCL, the Company has the all requisite corporate power and authority to enter into execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than, with respect to the Merger, the filing of appropriate merger documents as required by the DGCL). This Agreement has been duly executed and delivered by the Company and (assuming due authorization, execution and delivery hereof by the other parties hereto) constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except as enforcement may be limited by applicable bankruptcy, insolvency or other Laws affecting creditors’ rights generally or by legal principles of general applicability governing the availability of equitable remedies.
(b) The Board of Directors of the Company, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the Southside transactions contemplated hereby, including the Offer and Allegiant Voting Agreementsthe Merger, are fair and advisable to, and in the best interests of, the Company and its stockholders, (ii) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated by this Agreement, including the Offer and the Merger, (iii) resolved to carry out its obligations under recommend that the Southside stockholders of the Company accept the Offer and Allegiant Voting Agreements andtender their Shares, subject (iv) acknowledged that such approval is effective for purposes of Section 203 of the DGCL, (v) taken all necessary steps to render the restrictions of Section 203 of the DGCL inapplicable to the approval Merger, Parent, Merger Subsidiary, and the acquisition of Shares pursuant to the Offer, this Agreement, the Merger Stockholder Tender and the transactions contemplated thereby by the shareholders of Southside and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger Voting Agreements and the transactions contemplated hereby and thereby is thereby, and (vi) authorized that the Merger be governed by Section 251(h) of the DGCL and consummated as soon as practicable following the consummation (as defined in Section 251(h) of the DGCL) of the Offer.
(c) Assuming that the representations and warranties of Parent and Merger Subsidiary contained in Section 5.9 are true and correct, the affirmative vote of the holders of at least two-thirds a majority of the outstanding shares of Southside Common Stock Shares entitled to vote at thereon, voting as a meeting called for such purpose. The executionsingle class, delivery is the only vote of the holders of any class or series of the Company’s Equity Securities that, absent Section 251(h) of the DGCL, would be necessary under applicable Law and performance the Company’s Certificate of Incorporation and Bylaws to adopt, approve or authorize this Agreement and the Southside and Allegiant Voting Agreements by Southside and the consummation by Southside of the transactions contemplated hereby and thereby in accordance with and subject to the terms of this Agreement and the Southside and Allegiant Voting Agreements have been duly authorized by the Board of Directors of Southside. Each of the Southside and Allegiant Voting Agreements and, subject to the approval of Southside's shareholders and subject to the receipt of such approvals of the Regulatory Authorities as may be required by statute or regulation, this Agreement, is a valid and binding obligation of Southside enforceable against Southside in accordance with its respective terms. Southside's Board of Directors has taken all actions so that none of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to consummate the Merger or this Agreement or the and other transactions contemplated hereby.
(b) Neither the execution nor delivery nor performance by Southside of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside of the transactions contemplated hereby or thereby, nor compliance by Southside with any of the provisions hereof or thereof, will (i) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assets.
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Wabash National Corp /De), Merger Agreement (Supreme Industries Inc)
Authorization. (a) Southside Each Seller has the requisite corporate power and authority to enter into this Agreement and the Southside and Allegiant Voting Agreementsexecute, and to carry out its obligations under the Southside and Allegiant Voting Agreements deliver and, subject to the approval of this AgreementRISCORP Shareholders Approval, the Merger and the transactions contemplated thereby by the shareholders of Southside and the Regulatory Authorities, to carry out perform its obligations obliga tions under this AgreementAgreement and under each of the Ancillary Agreements to be executed by it. The only shareholder vote required for Southside to approve this Agreement, the Merger execution and the transactions contemplated hereby and thereby is the affirmative vote of the holders of at least two-thirds of the outstanding shares of Southside Common Stock entitled to vote at a meeting called for such purpose. The execution, delivery and performance by each Seller of this Agreement and the Southside and Allegiant Voting Ancillary Agreements to be executed by Southside it, and the consummation performance by Southside each Seller of the transactions contemplated hereby its obligations hereunder and thereby in accordance with and subject to the terms of this Agreement and the Southside and Allegiant Voting Agreements thereunder, have been duly authorized by all necessary corporate action on the Board part of Directors of Southsideeach Seller, subject to the RISCORP Shareholders Approval. Each of the Southside This Agreement has been duly executed and Allegiant Voting Agreements delivered by each Seller and, subject to the approval of Southside's shareholders due execution and subject to delivery hereof by the receipt of such approvals of Purchaser and the Regulatory Authorities as may be required by statute or regulationRISCORP Shareholder Approval, this Agreement, Agreement is a valid and binding obligation of Southside each Seller, enforceable against Southside each Seller in accordance with its respective terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). Southside's Board of Directors has taken all actions so that none As of the RightsClosing Date, Article Twelve of Southside's Articles of Incorporationthe Ancillary Agreement(s) to be executed and delivered by each Seller on such Closing Date will have been duly executed and delivered by each such Seller and, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply subject to the Merger due execution and delivery of such agreements by the Purchaser, the Ancillary Agreement(s) to be executed by each Seller is a valid and binding obligation of each Seller, enforceable against each Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws relating to or this Agreement or the transactions contemplated hereby.
affecting creditors' rights generally and by general equitable principles (b) Neither the execution nor delivery nor performance by Southside regardless of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside of the transactions contemplated hereby or thereby, nor compliance by Southside with any of the provisions hereof or thereof, will (i) violate, conflict with, or result whether such enforceability is considered in a breach of any provisions of, proceeding in equity or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assetsat law).
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Riscorp Inc), Asset Purchase Agreement (Zenith National Insurance Corp)
Authorization. (a) Southside Each of the Seller and its Subsidiaries, as applicable, has the corporate all necessary power and authority to enter into execute and deliver this Agreement and any other certificate, agreement, document or other instrument to be executed and delivered by it in connection with the transactions contemplated by this Agreement (the "Seller Ancillary Documents") and to perform its obligations hereunder and under the Seller Ancillary Documents and, subject to obtaining necessary shareholder approval, to consummate the Acquisition and the other transactions contemplated by this Agreement and the Southside Seller Ancillary Documents. The execution, delivery and Allegiant Voting Agreementsperformance by each of the Seller and its Subsidiaries, as applicable, of this Agreement and the Seller Ancillary Documents, and the approval and consummation by the Seller of the Acquisition and the other transactions contemplated by this Agreement and the Seller Ancillary Documents, have been duly authorized by all necessary corporate action (including, without limitation, the unanimous approval of the Board of Directors of the Seller) and no other corporate proceedings on the part of the Seller or any of its Subsidiaries are necessary to carry out its obligations under authorize this Agreement or the Southside and Allegiant Voting Agreements andSeller Ancillary Documents or to consummate the Acquisition or the other transactions contemplated by this Agreement or the Seller Ancillary Documents (other than, subject with respect to the Acquisition, the approval and adoption of this Agreement, the Merger and the transactions contemplated thereby Agreement by the shareholders of Southside and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and the transactions contemplated hereby and thereby is the affirmative vote of a two-thirds of the voting power of the then outstanding shares of Seller Common Stock). This Agreement has been and the Seller Ancillary Documents will be duly executed and delivered by each of the Seller and its Subsidiaries and, assuming the due authorization, execution and delivery by the Purchaser, constitute a legal, valid and binding obligation of the Seller and its Subsidiaries enforceable against the Seller and its Subsidiaries in accordance with their terms. The affirmative vote of holders of at least two-thirds of the outstanding shares of Southside Seller Common Stock entitled to vote at is the only vote of the Seller's shareholders (the "Seller Shareholders") necessary to approve this Agreement, the Acquisition and the other transactions contemplated by this Agreement and the Seller Ancillary Documents.
(b) At a meeting duly called for such purpose. The executionand held on October 24, delivery 2000, the Board of Directors of the Seller unanimously (i) determined that this Agreement, the Seller Ancillary Documents and performance the Shareholders' Agreements and the other transactions contemplated hereby and thereby, including the Acquisition, are fair to and in the best interests of the Seller and the Seller Shareholders, (ii) approved, authorized and adopted this Agreement, the Acquisition and the other transactions contemplated hereby, and (iii) resolved to recommend approval and adoption of this Agreement and the Southside and Allegiant Voting Agreements Acquisition by Southside and the consummation by Southside of the transactions contemplated hereby and thereby in accordance with and subject to the terms of this Agreement and the Southside and Allegiant Voting Agreements have been duly authorized Seller Shareholders. The actions taken by the Board of Directors of Southside. Each the Seller constitute approval of the Southside and Allegiant Voting Agreements and, subject to the approval of Southside's shareholders and subject to the receipt of such approvals of the Regulatory Authorities as may be required by statute or regulationAcquisition, this Agreement, is a valid the Seller Ancillary Documents and binding obligation of Southside enforceable against Southside in accordance with its respective terms. Southside's the Shareholders' Agreements and the other transactions contemplated hereby and thereby by the Board of Directors has taken all actions so that none of the Rights, Article Twelve Seller under the provisions of Southside's Articles of Incorporation, Sections 351.407 and 351.459 Section 607.0901 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles FBCA such that Section 607.0901 of Incorporation or Bylaws, applicable Missouri law, or otherwise will the FBCA does not apply to this Agreement, the Merger or this Agreement Seller Ancillary Documents the Shareholders' Agreements or the transactions contemplated hereby.
(b) Neither hereby or thereby. Other than Section 607.0901 of the execution nor delivery nor performance by Southside of FBCA, no state antitakeover or similar statute or provision in the Seller's or its Subsidiaries' governing documents is applicable to the Purchaser in connection with the Acquisition, this Agreement Agreement, the Seller Ancillary Documents or the Southside Shareholders' Agreements or Allegiant Voting Agreements, nor the consummation by Southside any of the transactions contemplated hereby or thereby, nor compliance by Southside with any of the provisions hereof or thereof, will (i) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assets.
(c) Other than in connection or in compliance with The Independent Advisor has delivered to the provisions Board of Directors of the Missouri StatuteSeller its written opinion, dated as of the date of this Agreement, that, as of such date and based on the assumptions, qualifications and limitations contained therein, the Securities Act consideration to be received by the Seller in the Acquisition is fair to the Seller from a financial point of 1933, as amended, and view. A copy of such opinion shall be provided to the rules and regulations thereunder (collectively, Purchaser promptly upon its delivery to the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this AgreementSeller.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Phoenix International LTD Inc), Asset Purchase Agreement (London Bridge Software Holdings PLC)
Authorization. (a) Southside has A. The City shall deduct a uniform amount for the corporate power and authority Local dues from the pay of those employees in the bargaining unit who individually request in writing such deductions from their pay. Such deduction authorization must be forwarded to enter into this Agreement Human Resources before deduction is withheld by the City. The amount to be deducted shall be certified to the City by the Local and the Southside aggregate deductions together with a list of employees from whom deductions were made shall be direct deposited into the Local’s bank account not later than thirty (30) days following the deductions. The parties agree that the City assumes no obligation, financial or otherwise, arising out of the provisions of this article regarding the deduction of Local dues. The Local hereby agrees that it will indemnify and Allegiant Voting Agreementshold the City harmless from any claims, and actions or proceedings by an employee from deductions made by the City pursuant to carry out its obligations under this article. Once the Southside and Allegiant Voting Agreements and, subject funds are remitted to the approval of this AgreementLocal, their disposition thereafter shall be the Merger sole and the transactions contemplated thereby by the shareholders of Southside exclusive obligation and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and the transactions contemplated hereby and thereby is the affirmative vote responsibility of the holders of at least two-thirds of Local. Deductions shall be for the outstanding shares of Southside Common Stock entitled to vote at a meeting called for such purpose. The execution, delivery and performance length of this Agreement and any extension thereof.
B. The parties recognize that any member may elect to not join the Southside Union and/or may revoke their participation in the Union. In the event that the employee elects not to join the Union or continue membership, written notice shall be forwarded to Human Resources. The City would accept any such notice. The City must approve of the wavier that IAFF intends to use.
C. The City must also obtain “clear and Allegiant Voting Agreements affirmative consent before any money is taken” from an employee’s wages for fair share fees. This consent must be in the form of written authorization. The employee must voluntarily, intelligently, and knowingly waive his or her right to not fund union advocacy or voluntarily consent to such fair share fee deduction
D. The City recognizes that if the current law changes regarding “fair share” union dues, that Sections B and C would no longer apply and that “Fair share” would be administered under this paragraph. The amount of the fair share fee shall be determined by Southside the Local, but shall not exceed the dues uniformly required of the members of the Local who are in the bargaining unit. Such fair share fee shall be certified by the Local to the City as necessary, and forwarded to Human Resources. Such payment is subject to internal Local rebate procedure and the consummation Local represents that it’s internal rebate procedure is in compliance with all requirements of State and Federal Law. For the duration of this contract, when such fair share fee shall be is deducted, it will be done automatically by Southside the City from the payroll check of each member who is not a member of the transactions contemplated Local. This deduction shall be made each pay period. The City agrees to make a direct deposit of the aggregate amount of the fair share fees deducted to furnish the Secretary of the Local once each pay period a check for the aggregate amount of the fair share fees deducted for that pay period, together with a listing of the members for whom said deductions were made.
E. The parties agree that the City assumes no obligation, financial or otherwise, arising out of the provisions of this article. The Local hereby agrees that it will indemnify and thereby in accordance with and subject hold the City harmless from any claims, actions or proceedings by an employee from the deductions made by the City pursuant to this article. Once the funds are remitted to the terms Local, their disposition thereafter shall be the sole and exclusive obligation and responsibility of the Local. Deductions shall be for the length of this Agreement and the Southside and Allegiant Voting Agreements have been duly authorized by the Board of Directors of Southside. Each of the Southside and Allegiant Voting Agreements and, subject to the approval of Southside's shareholders and subject to the receipt of such approvals of the Regulatory Authorities as may be required by statute or regulation, this Agreement, is a valid and binding obligation of Southside enforceable against Southside in accordance with its respective terms. Southside's Board of Directors has taken all actions so that none of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated herebyextension thereof.
(b) Neither the execution nor delivery nor performance by Southside of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside of the transactions contemplated hereby or thereby, nor compliance by Southside with any of the provisions hereof or thereof, will (i) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assets.
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Collective Bargaining Agreement, Collective Bargaining Agreement
Authorization. (a) Southside The Company has the all necessary corporate power and authority to enter into execute and deliver this Agreement and the Southside and Allegiant Voting AgreementsAgreement, and to carry out perform its obligations under the Southside and Allegiant Voting Agreements hereunder and, subject to any required approval of the Merger by the Required Company Vote, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than, with respect to the Merger, the approval and adoption of the Merger by the Required Company Vote, if required, and the filing of appropriate merger documents as required by the DGCL). This Agreement has been duly executed and delivered by the Company and (assuming due and valid authorization, execution and delivery hereof by the other parties hereto) constitutes a valid and binding agreement of the Company, enforceable in accordance with its terms except as enforcement may be limited by applicable bankruptcy, insolvency, moratorium or other Laws affecting or relating to creditor’s rights generally or by legal principles of general applicability governing the availability of equitable remedies.
(b) The Board of Directors of the Company, at a meeting duly called and held, has unanimously approved and determined that this Agreement, the Merger Offer, the Top-Up Option and the transactions contemplated thereby Merger are advisable and unanimously resolved to recommend that the holders of Shares accept the Offer, tender their Shares and, if required by the shareholders of Southside and the Regulatory Authoritiesapplicable Law, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger Top-Up Option and the transactions contemplated hereby Merger, all of which determinations, approvals and thereby is resolutions have not been rescinded, modified or withdrawn as of the date hereof. If required by applicable Law, the affirmative vote of the holders of at least two-thirds a majority of the issued and outstanding shares of Southside Common Stock entitled Shares to vote at a meeting called for such purpose. The execution, delivery and performance of approve this Agreement and the Southside and Allegiant Voting Agreements by Southside and Merger (the consummation by Southside “Required Company Vote”) is the only vote of holders of Shares or other securities (equity or otherwise) of the transactions contemplated hereby and thereby in accordance with and subject Company necessary to consummate the terms of this Agreement and the Southside and Allegiant Voting Agreements have been duly authorized by the Board of Directors of Southside. Each of the Southside and Allegiant Voting Agreements and, subject to the approval of Southside's shareholders and subject to the receipt of such approvals of the Regulatory Authorities as may be required by statute or regulation, this Agreement, is a valid and binding obligation of Southside enforceable against Southside in accordance with its respective terms. Southside's Board of Directors has taken all actions so that none of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated herebyMerger.
(b) Neither the execution nor delivery nor performance by Southside of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside of the transactions contemplated hereby or thereby, nor compliance by Southside with any of the provisions hereof or thereof, will (i) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assets.
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Dune Energy Inc), Merger Agreement (Eos Petro, Inc.)
Authorization. (a) Southside has A. The City shall deduct a uniform amount for the corporate power and authority Local dues from the pay of those employees in the bargaining unit who individually request in writing such deductions from their pay. Such deduction authorization must be forwarded to enter into this Agreement Human Resources before deduction is withheld by the City. The amount to be deducted shall be certified to the City by the Local and the Southside aggregate deductions together with a list of employees from whom deductions were made shall be direct deposited into the Local’s bank account not later than thirty (30) days following the deductions. The parties agree that the City assumes no obligation, financial or otherwise, arising out of the provisions of this article regarding the deduction of Local dues. The Local hereby agrees that it will indemnify and Allegiant Voting Agreementshold the City harmless from any claims, and actions or proceedings by an employee from deductions made by the City pursuant to carry out its obligations under this article. Once the Southside and Allegiant Voting Agreements and, subject funds are remitted to the approval of this AgreementLocal, their disposition thereafter shall be the Merger sole and the transactions contemplated thereby by the shareholders of Southside exclusive obligation and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and the transactions contemplated hereby and thereby is the affirmative vote responsibility of the holders of at least two-thirds of Local. Deductions shall be for the outstanding shares of Southside Common Stock entitled to vote at a meeting called for such purpose. The execution, delivery and performance length of this Agreement and any extension thereof.
B. The parties recognize that any member may elect to not join the Southside Union and/or may revoke their participation in the Union. In the event that the employee elects not to join the Union or continue membership, written notice shall be forwarded to Human Resources. The City would accept any such notice. The City must approve of the wavier that IAFF intends to use.
C. The City must also obtain “clear and Allegiant Voting Agreements affirmative consent before any money is taken” from an employee’s wages for fair share fees. This consent must be in the form of written authorization. The employee must voluntarily, intelligently, and knowingly waive his or her right to not fund union advocacy or voluntarily consent to such fair share fee deduction
D. The City recognizes that if the current law changes regarding “fair share” union dues, that Sections B and C would no longer apply and that “Fair share” would be administered under this paragraph. The amount of the fair share fee shall be determined by Southside the Local, but shall not exceed the dues uniformly required of the members of the Local who are in the bargaining unit. Such fair share fee shall be certified by the Local to the City as necessary, and forwarded to Human Resources. Such payment is subject to internal Local rebate procedure and the consummation Local represents that its internal rebate procedure is in compliance with all requirements of State and Federal Law. For the duration of this contract, when such fair share fee shall be is deducted, it will be done automatically by Southside the City from the payroll check of each member who is not a member of the transactions contemplated Local. This deduction shall be made each pay period. The City agrees to make a direct deposit of the aggregate amount of the fair share fees deducted to furnish the Secretary of the Local once each pay period a check for the aggregate amount of the fair share fees deducted for that pay period, together with a listing of the members for whom said deductions were made.
E. The parties agree that the City assumes no obligation, financial or otherwise, arising out of the provisions of this article. The Local hereby agrees that it will indemnify and thereby in accordance with and subject hold the City harmless from any claims, actions or proceedings by an employee from the deductions made by the City pursuant to this article. Once the funds are remitted to the terms Local, their disposition thereafter shall be the sole and exclusive obligation and responsibility of the Local. Deductions shall be for the length of this Agreement and the Southside and Allegiant Voting Agreements have been duly authorized by the Board of Directors of Southside. Each of the Southside and Allegiant Voting Agreements and, subject to the approval of Southside's shareholders and subject to the receipt of such approvals of the Regulatory Authorities as may be required by statute or regulation, this Agreement, is a valid and binding obligation of Southside enforceable against Southside in accordance with its respective terms. Southside's Board of Directors has taken all actions so that none of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated herebyextension thereof.
(b) Neither the execution nor delivery nor performance by Southside of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside of the transactions contemplated hereby or thereby, nor compliance by Southside with any of the provisions hereof or thereof, will (i) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assets.
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Collective Bargaining Agreement, Collective Bargaining Agreement
Authorization. (a) Southside has The execution, delivery and performance by the corporate power and authority to enter into Company of this Agreement and each other Transaction Agreement to which it is a party and the Southside consummation of the transactions contemplated hereby and Allegiant Voting Agreements, and to carry out its obligations under thereby are within the Southside and Allegiant Voting Agreements Company’s corporate powers and, subject to the Company Stockholder Approval, have been duly authorized by all necessary corporate action on the part of the Company. The (i) affirmative written approval of ▇▇▇▇ Capital Credit, LP, together with certain of its affiliated funds (collectively, the “▇▇▇▇ Entities”), of this Agreement and the transactions contemplated hereby pursuant to that certain Letter Agreement dated December 11, 2016 (the “▇▇▇▇ Approval”), (ii) adoption of this Agreement and approval of the transactions contemplated by this Agreement by the holders of a majority of the voting power of the Class A Common Shares and the Series A Preferred Shares (on an “as converted basis”) voting together as a single class (the “Transaction Approval”) and (iii) consent or approval by the holders representing at least sixty (60%) percent of the Series A Preferred Shares, voting separately as a class, to effect the Preferred Conversion (the “Conversion Approval” and together with the ▇▇▇▇ Approval and the Transaction Approval, the “Company Stockholder Approval”), are the only approvals of the holders of any of the Company’s capital stock necessary in connection with the consummation of the First Merger. The execution and delivery to Parent and the Company by each Company Key Stockholder of the written consent contemplated by Section 1 of each Company Support Agreement will constitute receipt of the Company Stockholder Approval, including the ▇▇▇▇ Approval, the Transaction Approval and the Conversion Approval.
(b) The Company has duly executed and delivered this Agreement and each other Transaction Agreement as to which it is a party, and, assuming the due authorization, execution and delivery of this Agreement and the other Transaction Agreements by each of the other parties hereto and thereto, each of this Agreement and each other Transaction Agreement constitutes a valid and binding agreement of the Company, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Applicable Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (collectively, the “Remedies Exception”).
(c) At a meeting duly called and held on or prior to the date hereof, the members of the Company Board unanimously: (i) determined that this Agreement, the Merger and the transactions contemplated thereby by the shareholders of Southside and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger other Transaction Agreements and the transactions contemplated hereby and thereby is are fair to, advisable and in the affirmative vote best interests of the holders of at least two-thirds of the outstanding shares of Southside Common Stock entitled to vote at a meeting called for such purpose. The execution, delivery and performance of this Agreement Company and the Southside Company Stockholders; (ii) approved, adopted and Allegiant Voting declared advisable this Agreement, the Transaction Agreements by Southside and the consummation by Southside of the transactions contemplated hereby and thereby in accordance with thereby; (iii) directed that this Agreement be submitted to a vote or written action of the Company Stockholders; and subject (iv) recommended to the terms Company Stockholders approval of this Agreement and the Southside and Allegiant Voting Agreements have been duly authorized by the Board of Directors of Southside. Each each of the Southside and Allegiant Voting Agreements and, subject to matters requiring the approval of Southside's shareholders and subject to the receipt of such approvals of the Regulatory Authorities as may be required by statute or regulation, this Agreement, is a valid and binding obligation of Southside enforceable against Southside in accordance with its respective terms. Southside's Board of Directors has taken all actions so that none of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated herebyCompany Stockholder Approval.
(b) Neither the execution nor delivery nor performance by Southside of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside of the transactions contemplated hereby or thereby, nor compliance by Southside with any of the provisions hereof or thereof, will (i) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assets.
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Talos Energy Inc.), Merger Agreement (Talos Energy Inc.)
Authorization. (a) Southside Seller has the corporate power and authority to enter into execute and deliver this Agreement and the Southside Ancillary Agreements (to which it is a party) and Allegiant Voting Agreements, and consummate or cause to carry out its obligations under the Southside and Allegiant Voting Agreements and, subject to the approval of this Agreement, the Merger and be consummated the transactions contemplated thereby by the shareholders hereby and thereby. The execution and delivery of Southside this Agreement and the Regulatory Authorities, Ancillary Agreements (to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, which Seller is a party) by Seller and the Merger and consummation of the transactions contemplated hereby and thereby is have been duly and validly authorized by the affirmative Board of Directors of Seller and no other corporate proceedings including, without limitation, a vote of Seller’s stockholders, on the holders part of at least two-thirds of Seller is necessary to authorize the outstanding shares of Southside Common Stock entitled to vote at a meeting called for such purpose. The execution, delivery and performance of this Agreement and Agreement, the Southside and Allegiant Voting Ancillary Agreements by Southside and (to which it is a party) or the consummation by Southside of the transactions contemplated hereby and thereby thereby. This Agreement and the Ancillary Agreements (to which Seller is a party) have been duly executed and delivered by Seller and constitute, and when executed and delivered, each of the other agreements, documents and instruments to be executed and delivered by Seller pursuant hereto will constitute, a valid and binding agreement of Seller enforceable against Seller in accordance with their respective terms.
(b) Each other member of the Seller Group has, or will have prior to the Closing, the corporate power and subject authority to execute and deliver the Ancillary Agreements and/or other documents and instruments required to be delivered by such party at the Closing pursuant to the terms of this Agreement (the “Required Documents”) and consummate or cause to be consummated the Southside transactions contemplated hereby and Allegiant Voting Agreements have been thereby. The execution and delivery of the Required Documents by each member of the Seller Group (other than Seller) has been, or will be prior to the Closing, duly and validly authorized by the Board of Directors of Southside. Each such member and has been, or will be prior to the Closing, approved by requisite votes of the Southside and Allegiant Voting Agreements and, subject to the approval of Southside's shareholders and subject to the receipt stockholders of such approvals member, as necessary, and no other corporate proceedings on the part of the Regulatory Authorities as may be required by statute or regulation, this Agreement, is a valid and binding obligation of Southside enforceable against Southside in accordance with its respective terms. Southside's Board of Directors has taken all actions so that none members of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 Seller Group (other than Seller) will be necessary as of the Missouri Statutes or Closing to authorize the execution, delivery and performance of any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement Required Documents or the transactions contemplated hereby.
(b) Neither the execution nor delivery nor performance by Southside of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside of the transactions contemplated hereby or and thereby, nor compliance . The Required Documents will be duly executed and delivered at the Closing by Southside with any each member of the provisions hereof or thereofSeller Group, and when executed and delivered, will (i) violateconstitute, conflict withvalid and binding agreements or obligations of such member enforceable against such member, or result as applicable, in a breach of any provisions of, or constitute a default (or an event which, accordance with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assetsterms.
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Asset Purchase Agreement (3com Corp), Asset Purchase Agreement (Utstarcom Inc)
Authorization. (a) Southside The Company has the all requisite corporate power and authority to enter into execute and deliver this Agreement and the Southside and Allegiant Voting Agreements, and to carry out its obligations under the Southside and Allegiant Voting Agreements and, subject in the case of the Merger to obtaining the Requisite Shareholder Approval, to consummate the transactions contemplated hereby and to perform its obligations hereunder. Assuming that the representations of Parent, Merger Sub and Merger Sub LLC set forth in Section 4.11 are accurate, the execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (including the Merger) have been duly authorized by all necessary corporate action on the part of the Company and no additional corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (including the Merger), other than in the case of the Merger obtaining the Requisite Shareholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent, Merger Sub and Merger Sub LLC, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Applicable Law affecting or relating to creditors’ rights generally and (ii) is subject to general principles of equity.
(b) At a meeting duly called and held prior to the approval execution of this Agreement, the Merger Company Board unanimously (i) determined that this Agreement and the transactions contemplated thereby by hereby, including the shareholders of Southside and the Regulatory AuthoritiesMerger, to carry out its obligations under are advisable, (ii) determined that this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger Agreement and the transactions contemplated hereby hereby, including the Merger, are fair to and thereby is in the best interests of the Company and its shareholders, (iii) approved this Agreement and the transactions contemplated hereby, including the Merger, and the Voting Agreements, (iv) directed that the adoption of this Agreement be submitted to a vote of the shareholders of the Company at the Company Shareholder Meeting and (v) resolved to recommend that the holders of shares of Company Common Stock adopt this Agreement in accordance with the applicable provisions of California Law.
(c) Assuming that the representations of Parent, Merger Sub and Merger Sub LLC set forth in Section 4.11 are accurate, the affirmative vote of the holders of at least two-thirds a majority of the outstanding shares of Southside Company Common Stock entitled voting to vote at a meeting called for such purpose. The execution, delivery and performance of adopt this Agreement (the “Requisite Shareholder Approval”) is the only vote of the holders of any class or series of Company Capital Stock necessary (under Applicable Law or otherwise) to consummate the Merger and the Southside and Allegiant Voting Agreements by Southside and the consummation by Southside of the transactions contemplated hereby and thereby in accordance with and subject to the terms of this Agreement and the Southside and Allegiant Voting Agreements have been duly authorized by the Board of Directors of Southside. Each of the Southside and Allegiant Voting Agreements and, subject to the approval of Southside's shareholders and subject to the receipt of such approvals of the Regulatory Authorities as may be required by statute or regulation, this Agreement, is a valid and binding obligation of Southside enforceable against Southside in accordance with its respective terms. Southside's Board of Directors has taken all actions so that none of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated hereby.
(b) Neither the execution nor delivery nor performance by Southside of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside of the transactions contemplated hereby or thereby, nor compliance by Southside with any of the provisions hereof or thereof, will (i) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assets.
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Microchip Technology Inc), Merger Agreement (Micrel Inc)
Authorization. (ai) Southside The Company has the corporate all necessary power and authority to execute and deliver this Agreement and the Escrow Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby subject to the receipt of Company Stockholder Approval (as defined in Section 4.2(a)(ii)) and the filing and recordation of the appropriate documents with respect to the Merger in accordance with the DGCL. At a meeting duly called and held, the Board of Directors of the Company, has (A) adopted resolutions adopting and declaring advisable this Agreement and the Escrow Agreement and the Merger and the other transactions contemplated hereby and thereby on the terms and subject to the conditions set forth herein and therein; (B) determined that it is in the best interests of the stockholders of the Company that the Company enter into this Agreement and the Southside Escrow Agreement and Allegiant Voting Agreements, and to carry out its obligations under the Southside and Allegiant Voting Agreements and, subject to the approval of this Agreement, consummate the Merger and the transactions contemplated thereby by the shareholders of Southside and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and the other transactions contemplated hereby and thereby is on the affirmative vote terms and subject to the conditions set forth herein and therein; (C) directed that the adoption of the holders of at least two-thirds of the outstanding shares of Southside Common Stock entitled this Agreement be submitted to a vote at a meeting called of stockholders of the Company; (D) resolved, subject to Section 6.3 and their fiduciary duties, to recommend that the stockholders of the Company adopt this Agreement; and (E) approved the Parent’s entering into the Company Voting Agreements, including for such purpose. purposes of Section 203 of the DGCL.
(ii) The Company’s execution, delivery and performance of this Agreement and the Southside and Allegiant Voting Agreements by Southside Escrow Agreement and the consummation by Southside the Company of the transactions contemplated hereby and thereby in accordance with and subject to the terms of this Agreement and the Southside and Allegiant Voting Agreements have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the Board of Directors of Southside. Each part of the Southside and Allegiant Voting Agreements and, subject to the approval Company or vote of Southside's shareholders and subject to the receipt holders of such approvals any class or series of capital stock of the Regulatory Authorities as may be required by statute or regulation, this Agreement, Company is a valid and binding obligation of Southside enforceable against Southside in accordance with its respective terms. Southside's Board of Directors has taken all actions so that none of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant necessary to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or authorize this Agreement or the transactions contemplated hereby.
(b) Neither the execution nor delivery nor performance by Southside of this Escrow Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside of to consummate the transactions contemplated hereby or thereby, nor compliance other than the adoption of this Agreement by Southside with any an affirmative vote of a majority of the provisions hereof outstanding shares of Company Common Stock entitled to vote thereon at the Company Stockholders Meeting or thereofany adjournment or postponement thereof (“Company Stockholder Approval”). This Agreement and the Escrow Agreement have been duly executed and delivered by the Company and subject, will solely with respect to the consummation of the Merger, to the receipt of the Company Stockholder Approval, and (iassuming due authorization, execution and delivery by Parent and Merger Sub) violateconstitute legal, conflict withvalid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or result affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a breach of any provisions of, proceeding in equity or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assetsat law).
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Grubb & Ellis Co), Merger Agreement (Thompson Anthony W)
Authorization. (a) Southside Each of Stockholder and the Company has the full corporate power and authority to enter into execute and deliver this Agreement and, in the case of the Company to consummate the Merger, and each of Stockholder, the Company and the Southside Stockholder Parties had full power to execute and Allegiant Voting deliver the Internal Reorganization Documents and will have the power and authority at the Closing (or at such earlier time as such document is executed and/or delivered by such Party) to execute and deliver each of the Ancillary Agreements, and other Closing Documents to carry out which it is a party and to perform its obligations under hereunder and thereunder. Upon delivery of the Southside and Allegiant Voting Agreements and, subject to Stockholder Written Consent immediately following the approval execution of this Agreement, the Merger Stockholder shall have duly approved and the transactions contemplated thereby by the shareholders of Southside and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve adopted this Agreement, and the Merger shall be approved by the Required Stockholder Approval and the transactions contemplated hereby and thereby is the affirmative vote as of the holders of at least two-thirds of Closing and Effective Time, the outstanding shares of Southside Common Stock entitled to vote at a meeting called for such purposeRequired Stockholder Approval shall have been received. The execution, delivery and performance of this Agreement and by the Southside and Allegiant Voting Agreements by Southside Company and the consummation by Southside the Company of the transactions contemplated hereby Transactions and thereby in accordance with and subject to the terms of this Agreement and the Southside and Allegiant Voting Agreements Merger have been duly authorized approved, accepted and declared advisable by the unanimous vote of the Board of Directors of Southside. Each the Company, the execution, delivery and performance by Stockholder of this Agreement has been duly and validly authorized and the execution, delivery and performance by each of Stockholder, the Company and the Stockholder Parties of the Southside Internal Reorganization Documents has been duly and Allegiant Voting Agreements andvalidly authorized and the execution, subject to delivery and performance by Stockholder, the approval Stockholder Parties and the Company of Southside's shareholders and subject to the receipt of such approvals each of the Regulatory Authorities as may Ancillary Agreements and other Closing Documents to which it is or will be a party will be, when executed and delivered duly and validly authorized, and no additional corporate or stockholder or similar authorization or consent is required by statute or regulation, this Agreement, is a valid and binding obligation of Southside enforceable against Southside in accordance with its respective termsconnection therewith. Southside's Board of Directors has taken all actions so that none No other corporate proceedings on the part of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant Company are necessary to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or authorize this Agreement or the transactions contemplated hereby.
Merger (b) Neither other than, with respect to the Merger, the Required Stockholder Approval and the filing and recordation of the Certificate of Merger and other appropriate merger documents as required by the CGCL). Each Affiliate of Stockholder has (and, if executed or delivered prior to the date hereof, at the time of execution nor and delivery nor had), or prior to the Closing will have, full corporate power and authority to execute and deliver each Ancillary Agreement or other Closing Document to which it is or will be a party and to perform its obligations thereunder. The execution, delivery and performance by Southside each Affiliate of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside Stockholder of each of the transactions contemplated hereby Ancillary Agreements or thereby, nor compliance by Southside with any of the provisions hereof other Closing Document to which it is or thereof, will (i) violate, conflict withbe a party has been, or result in a breach of any provisions of, or constitute a default prior to the Closing (or an event whichtime of performance thereunder) will have been, with notice duly and validly authorized, and no additional corporate or lapse of time stockholder or both, would constitute a default) under, similar authorization or result in the termination of, consent is or accelerate the performance will be required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assets.
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreementtherewith.
Appears in 2 contracts
Sources: Merger Agreement (EVERTEC, Inc.), Merger Agreement (Popular Inc)
Authorization. (a) Southside Buyer has the full corporate power and authority to enter into execute and deliver this Agreement and each other document to be delivered by Buyer in connection herewith, including the Southside Acquisition Notes and Allegiant Voting Agreementsthe UAFC Share Purchase Agreement, and to carry out its obligations under consummate the Southside transactions contemplated hereby and Allegiant Voting Agreements and, subject to the approval thereby. The execution and delivery by Buyer of this Agreement, the Merger Acquisition Notes and the transactions contemplated thereby by the shareholders of Southside and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this UAFC Share Purchase Agreement, the Merger performance by Buyer of its obligations hereunder and the transactions contemplated hereby and thereby is the affirmative vote of the holders of at least two-thirds of the outstanding shares of Southside Common Stock entitled to vote at a meeting called for such purpose. The executionthereunder, delivery and performance of this Agreement and the Southside and Allegiant Voting Agreements by Southside and the consummation by Southside Buyer of the transactions contemplated hereby and thereby in accordance with and subject to the terms of this Agreement and the Southside and Allegiant Voting Agreements thereby, have been duly authorized by the Buyer's Board of Directors Directors. Except for the approval of Southsidethe shareholders of Buyer of the matters requiring shareholder approval set forth in the UAFC Share Purchase Agreement, no other corporate proceeding on the part of Buyer is necessary to authorize the execution and delivery of this Agreement and each other document to be delivered by Buyer in connection herewith, including the Acquisition Notes and the UAFC Share Purchase Agreement, or to consummate the transactions contemplated hereby and thereby. Simultaneously with the execution of this Agreement, (i) shareholders owning at least 51% of the issued and outstanding voting securities of Buyer and (ii) shareholders owning at least 51% of the issued and outstanding Series C-1 Convertible Preferred Stock of Buyer (the "Series C-1 Holders") are executing a voting agreement in the form attached hereto as Annex G, pursuant to which such shareholders are agreeing to vote in favor of the matters requiring shareholder approval set forth in the UAFC Share Purchase Agreement (which percentage of shareholders, in respect of the issued and outstanding voting securities and in respect of the Series C-1 Holders, voting as a separate class, is sufficient to approve such matters). Each of the Southside and Allegiant Voting Agreements and, subject to the approval of Southside's shareholders and subject to the receipt of such approvals of the Regulatory Authorities as may be required by statute or regulation, this Agreement, is the Acquisition Notes and the UAFC Share Purchase Agreement has been duly and validly executed and delivered by Buyer and constitutes a valid and binding obligation of Southside Buyer enforceable against Southside it in accordance with its respective terms. Southside's Board , subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of Directors has taken all actions so that none equity, including principles of the Rightscommercial reasonableness, Article Twelve good faith and fair dealing (regardless of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated hereby.
(b) Neither the execution nor delivery nor performance by Southside of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside of the transactions contemplated hereby or thereby, nor compliance by Southside with any of the provisions hereof or thereof, will (i) violate, conflict with, or result enforcement is sought in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assets.
(c) Other than in connection proceeding at law or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"equity), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Purchase Agreement (Penncorp Financial Group Inc /De/), Purchase Agreement (Universal American Financial Corp)
Authorization. (a) Southside The Related JLW Owner, if any, has the corporate power full power, capacity and authority to enter into execute, deliver and perform this Agreement and the Southside and Allegiant Voting Agreements, other Operative Agreements to which such Related JLW Owner is a party and to carry out its obligations under the Southside and Allegiant Voting Agreements and, subject to the approval of this Agreement, the Merger and the transactions contemplated thereby by the shareholders of Southside and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and the transactions contemplated hereby and thereby is thereby. No other action on the affirmative vote part of the holders of at least two-thirds of the outstanding shares of Southside Common Stock entitled Related JLW Owner is necessary to vote at a meeting called for such purpose. The execution, delivery execute and performance deliver each of this Agreement and the Southside and Allegiant Voting other Operative Agreements by Southside to which such Related JLW Owner is a party and the consummation by Southside of the transactions contemplated hereby and thereby in accordance with and subject to the terms thereby. Each of this Agreement and the Southside and Allegiant Voting other Operative Agreements have to which the Related JLW Owner is a party has been duly authorized and validly executed and delivered by the Board of Directors of Southside. Each of the Southside such Related JLW Owner and Allegiant Voting Agreements and, subject to the approval of Southside's shareholders and subject to the receipt of such approvals of the Regulatory Authorities as may be required by statute or regulation, this Agreement, is constitutes a valid and binding obligation agreement of Southside such Related JLW Owner, enforceable against Southside such Related JLW Owner in accordance with its respective terms. Southside's Board , except as enforcement may be limited by bankruptcy, insolvency, reorganization and other similar Laws affecting creditors generally and by general principles of Directors has taken all actions so that none equity, regardless of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes whether in a proceeding in equity or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri at law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated hereby.
(b) Neither The Shareholder (i) if a corporation (a "Corporate Shareholder"), has all requisite corporate power and authority, (ii) if a natural person, has full power, capacity and authority and (iii) if a trustee (a "Trustee Shareholder") under a trust (the execution nor delivery nor performance by Southside "Trust"), is the lawful and duly appointed trustee of the Trust, and has full power, authority and legal right under the trust agreement, will or other instrument pursuant to which such Trustee Shareholder acts as trustee (the "Trust Agreement"), to execute, deliver and perform each of this Agreement and the other Operative Agreements to which the Shareholder (or, in the case of a Trustee Shareholder, the Trust) is a party and to carry out the transactions contemplated hereby and thereby. If the Shareholder is a Corporate Shareholder, such Shareholder is duly organized or incorporated and validly existing (and, if applicable) in good standing under the Southside laws of its jurisdiction of incorporation or Allegiant Voting Agreementsformation and has all requisite corporate or similar power and authority to carry on its business as it is now being conducted and to own the properties and assets it now owns. If the Shareholder is a Trustee Shareholder, nor there are no trustees of such Trust other than the Trustee Shareholder who has entered into this Agreement on behalf of such Trust, and such Trustee Shareholder has caused to be delivered to Parent a true, correct and complete copy of the Trust Agreement or other evidence satisfactory to Parent of such Trustee Shareholder's power, authority and legal right referred to above. No other action on the part of the Shareholder (or, in the case of a Corporate Shareholder or Trustee Shareholder, the shareholders of such Shareholder or beneficiaries of such Trust, as the case may be) is necessary to authorize and approve the execution and delivery by the Shareholder (in the case of a Trustee Shareholder, the Trust) of each of this Agreement and the other Operative Agreements to which the Shareholder (in the case of a Trustee Shareholder, the Trust) is a party and the consummation by Southside of the transactions contemplated hereby or and thereby, nor compliance by Southside with any . Each of this Agreement and the provisions hereof or thereof, will other Operative Agreements to which the Shareholder (i) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination ofcase of a Trustee Shareholder, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (xTrust) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or has been duly and validly executed and delivered by which it the Shareholder and constitutes a valid and binding agreement of the Shareholder (in the case of a Trustee Shareholder, the Trust), enforceable against the Shareholder (in the case of a Trustee Shareholder, the Trust) in accordance with its terms, except as enforcement may be boundlimited by bankruptcy, or insolvency, reorganization and other similar Laws affecting creditors generally and by general principles of equity (with respect to which Southside or any a Trustee Shareholder, other than principles of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assets.
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"fiduciary duty), the Securities Exchange Act regardless of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities whether in a proceeding in equity or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreementat law.
Appears in 2 contracts
Sources: Purchase and Sale Joinder Agreement (Lasalle Partners Inc), Purchase and Sale Joinder Agreement (Lasalle Partners Inc)
Authorization. (a) Southside has All corporate action on the corporate power part of the Company, its officers, directors and authority to enter into this Agreement stockholders necessary for the authorization, execution and the Southside and Allegiant Voting Agreements, and to carry out its obligations under the Southside and Allegiant Voting Agreements and, subject to the approval delivery of this Agreement, the Merger performance of all obligations of the Company to be performed by it at or before the Closings hereunder, and the transactions contemplated thereby authorization, issuance (or reservation for issuance), sale and delivery of the Series Y Preferred Stock being sold hereunder and the Conversion Shares has been taken or will be taken prior to the Initial Closing, except that (i) the issuance, sale and delivery of the Series Y Preferred Stock being sold hereunder and the shares of Common Stock to be issued upon conversion of the Series Y Shares (the "Conversion Shares") (other than the Series Y Preferred Stock being sold at the Initial Closing and the related Conversion Shares) requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i)(1); (ii) the number of Conversion Shares issuable upon conversion of the Series Y Preferred Stock exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Conversion Shares will need to be taken, including the approval of such an amendment by the shareholders of Southside Company's stockholders and the Regulatory Authoritiesfiling of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; (iii) all corporate action necessary to amend the certificate of incorporation of the Company (including the Certificate of Designation that created the Series X Preferred Stock (the "Series X Designation")) (A) to increase the closing sale price of the Corporation's Common Stock on the NNM necessary to cause an automatic conversion of the Series X Preferred Stock referenced in Section 3(b) of the Series X Designation from $2.00 per share to $2.50 per share, (B) to carry out its obligations under this Agreement. The only shareholder vote required reflect that the Series X Preferred Stock and Series Y Preferred Stock shall rank on parity with one another for Southside purposes of Sections 2 and 6 of the Series X Designation and (C) to approve this Agreementreflect in Section 5(a) of the Series X Designation that the Company can authorize or issue, or obligate itself to issue, commencing six months after the Merger and date of filing with the transactions contemplated hereby and thereby is Secretary of State of Delaware of the affirmative vote Series Y Designation, equity securities having rights, preferences or privileges pari passu with the Series X Preferred Stock without the consent of the holders of at least two-thirds a majority of the then outstanding shares Series X Preferred Stock will need to be taken, including the approval of Southside Common such amendments by the holders of the Series X Preferred Stock entitled to vote at a meeting called for such purpose. The execution, delivery and performance of this Agreement and the Southside and Allegiant Voting Agreements by Southside Company's stockholders and the consummation filing of an instrument necessary to implement such amendments with the Secretary of State of Delaware; (iv) all corporate action necessary to amend the Series Y Designation to add the clause contemplated by Southside Section 6.7 will need to be taken, including the approval of the transactions contemplated hereby and thereby in accordance with and subject to the terms of this Agreement and the Southside and Allegiant Voting Agreements have been duly authorized such an amendment by the Company's Board of Directors of Southside. Each and the holders of the Southside Series X Preferred Stock and Allegiant Voting Agreements andthe filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware (the stockholder approvals specified in clauses (i), subject (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"); and (v) to the approval extent that, as a result of Southside's shareholders and subject any anti-dilution adjustment to the receipt Conversion Price (as defined in both the Series X Designation and Series Y Designation), the number of shares of Common Stock issuable upon conversion of shares of Series X Preferred Stock and Series Y Preferred Stock exceeds the number of authorized and unissued shares of Common Stock on the date of such approvals adjustment, corporate action will need to be taken to amend the certificate of incorporation of the Regulatory Authorities as may be required by statute or regulation, this Agreement, is Company to authorize an additional number of shares of Common Stock and to reserve such number of shares of Common Stock necessary to allow for the issuance of such excess number of shares of Common Stock. This Agreement constitutes a valid and legally binding obligation of Southside the Company, enforceable against Southside in accordance with its respective terms. Southside's Board of Directors has taken all actions so that none of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated hereby.
(b) Neither the execution nor delivery nor performance by Southside of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside of the transactions contemplated hereby or thereby, nor compliance by Southside with any of the provisions hereof or thereof, will except (i) violateas limited by applicable bankruptcy, conflict withinsolvency, or result in a breach reorganization, moratorium, and other laws of any provisions ofgeneral application affecting enforcement of creditors' rights generally, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject as limited by laws and principles relating to compliance with the statutes and regulations referred to in subsection (c) availability of this Section 2.04specific performance, violate any judgmentinjunctive relief, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assets.
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amendedother equitable remedies, and (iii) to the rules extent the indemnification and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the contribution provisions contained herein may be limited by applicable federal or state securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreementlaws.
Appears in 2 contracts
Sources: Series Y Preferred Stock Purchase Agreement (DSL Net Inc), Series Y Preferred Stock Purchase Agreement (Columbia Capital LLC)
Authorization. (a) Southside The Company has the all requisite corporate power and authority to enter into this Agreement and the Southside and Allegiant Voting Agreements, other agreements referenced herein to which it will be a party and to carry out its obligations under the Southside hereunder and Allegiant Voting Agreements and, subject to the approval of this Agreement, the Merger and the transactions contemplated thereby by the shareholders of Southside and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and the transactions contemplated hereby and thereby is the affirmative vote of the holders of at least two-thirds of the outstanding shares of Southside Common Stock entitled to vote at a meeting called for such purposethereunder. The execution, delivery and performance of this Agreement and the Southside and Allegiant Voting Agreements by Southside other agreements referenced herein to which the Company will be a party and the consummation by Southside of the transactions contemplated hereby and thereby in accordance with and subject to the terms of this Agreement and the Southside and Allegiant Voting Agreements have been duly authorized and validly approved by the Board board of Directors of Southside. Each directors of the Southside Company. The board of directors of the Company has unanimously determined and Allegiant Voting Agreements declared that this Agreement is advisable and in the best interests of the Company and its stockholders and has directed that this Agreement be submitted to the Company’s stockholders for adoption at a duly held meeting of such stockholders and has adopted a resolution to the foregoing effect. This Agreement has been, and the other agreements referenced herein to which the Company will be a party, when executed, will be, duly and validly executed and delivered by the Company and, subject to the approval of Southside's shareholders assuming due authorization, execution and subject to the receipt of such approvals of the Regulatory Authorities as may be required delivery by statute or regulation, this AgreementPark Sterling, is and will be a valid and binding obligation of Southside the Company enforceable against Southside the Company in accordance with its respective termsterms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles (the “Bankruptcy and Equity Exception”)). Southside's Board No other corporate proceedings are necessary for the execution and delivery by the Company of Directors has taken all actions so that none of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement and the other agreements referenced herein to which it will be a party, the performance by it of its obligations hereunder and thereunder or the consummation by it of the transactions contemplated herebyhereby and thereby, including the plan of merger contained in this Agreement, other than receipt of the affirmative vote of the holders of a majority of the outstanding Company Common Stock entitled to vote to adopt this Agreement at a stockholders’ meeting duly called and held for such purpose (the “Company Stockholder Approval”).
(b) Neither the execution nor and delivery nor performance by Southside the Company of this Agreement or the Southside or Allegiant Voting AgreementsAgreement, nor the consummation by Southside of the transactions contemplated hereby or therebyhereby, nor compliance by Southside the Company with any of the provisions hereof or thereofhereof, will (i) violate, conflict with, or result in a breach of any provisions provision of, or constitute a default (or an event whichthat, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or result in the loss of any benefit or creation of any right on the part of any third party under, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, of any Lien Liens upon any of the material properties or assets of Southside the Company or any of the Southside its Subsidiaries under any of the terms, conditions or provisions of (xA) its Articles Charter or bylaws (or similar governing documents) or the certificate of Incorporationincorporation, charter charter, bylaws or By-Laws other governing instrument of any Subsidiary of the Company or (yB) except as set forth in Section 3.4(b) of the Company Disclosure Schedule, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside the Company or any of the Southside its Subsidiaries is a party or by which it may be bound, including the trust preferred securities issued by Provident Community Bancshares Capital Trust I and Provident Community Bancshares Capital Trust II or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, related indentures or (ii) subject to compliance with assuming the statutes and regulations consents referred to in subsection (c) of this Section 2.043.5 are duly obtained, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation Law applicable to Southside the Company or any of the Southside its Subsidiaries or any of their respective properties or assets.
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Provident Community Bancshares, Inc.), Merger Agreement (Park Sterling Corp)
Authorization. (a) Southside has the corporate power and authority to enter into this Agreement and the Southside and Allegiant Voting Agreements, and to carry out its obligations under the Southside and Allegiant Voting Agreements and, subject to the approval of this Agreement, the Merger and the transactions contemplated thereby by the shareholders of Southside and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and the transactions contemplated hereby and thereby is the affirmative vote of the holders of at least two-thirds of the outstanding shares of Southside Common Stock entitled to vote at a meeting called for such purpose. The execution, delivery and performance of this Agreement, the Service Agreement, the Indenture, the Notes, the Warrants, the Warrant Shares, the VCOC Letter and each Issuer Agreement and (the Southside and Allegiant Voting Agreements by Southside “Transaction Agreements”) and the consummation by Southside of the transactions contemplated hereby herein and thereby in accordance with and subject to therein (collectively, the terms of this Agreement and the Southside and Allegiant Voting Agreements “Transactions”), have been duly authorized by the Board of Directors of Southside. Each and all other necessary corporate action on the part of the Southside Company. Assuming this Agreement constitutes the valid and Allegiant Voting Agreements and, subject to the approval of Southside's shareholders and subject to the receipt of such approvals binding obligation of the Regulatory Authorities as may be required by statute or regulationPurchaser, this Agreement, Agreement is a valid and binding obligation of Southside the Company, enforceable against Southside the Company in accordance with its respective terms, subject to the limitation of such enforcement by (A) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to creditors’ rights generally or (B) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Enforceability Exceptions”). Southside's On the Closing Date, the Indenture (including in respect of an Subsequent Closing Date, a supplemental indenture) will be duly executed and delivered by the Company and, assuming the Indenture will be a valid and binding obligation of the Trustee, the Indenture will be a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. On the Initial Closing Date, the Service Agreement will be duly executed and delivered by the Company and, assuming the Service Agreement will be a valid and binding obligation of the Purchaser or other Affiliate thereof party thereto, the Service Agreement will be a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. Assuming the VCOC Letter constitutes the valid and binding obligation of the Purchaser or other Affiliate thereof party thereto, on the Closing Date, the VCOC Letter will be a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. Pursuant to resolutions previously provided to the Purchaser, the Board of Directors has taken all actions so that none or a committee thereof composed solely of two or more “non-employee directors” as defined in Rule 16b-3 of the RightsExchange Act has approved, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 at the request of the Missouri Statutes or any other Missouri antitakeover measurePurchaser will approve in advance of the Closing, whether for the express purpose of exempting each such transaction from Section 16(b) of the Exchange Act, pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply Rule 16b-3 thereunder to the Merger or this Agreement or the transactions contemplated hereby.
(b) Neither the execution nor delivery nor performance by Southside of this Agreement or the Southside or Allegiant Voting Agreementsextent applicable, nor the consummation by Southside of the transactions contemplated hereby or thereby, nor compliance by Southside with any of the provisions hereof or thereof, will (i) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assets.
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreementthe Transaction Agreements, including (i) the acquisition of the Notes, any disposition of such Notes upon the conversion thereof, any acquisition of Company Common Stock upon conversion of the Notes, any deemed acquisition or disposition in connection therewith, and all transactions with the Company related thereto and (ii) the acquisition of the Warrants, any disposition of such Warrants upon the exercise of Warrants in accordance with their terms, any acquisition of Company Common Stock upon exercise of the Warrants, any deemed acquisition or disposition in connection therewith, and all transactions with the Company related thereto.
Appears in 2 contracts
Sources: Investment Agreement (Zuora Inc), Investment Agreement (Zuora Inc)
Authorization. (a) Southside The Seller has the corporate all requisite power and authority to enter into execute and deliver this Agreement and the Southside and Allegiant Voting Agreementseach other agreement, and document, instrument or certificate contemplated hereby to carry out its obligations under the Southside and Allegiant Voting Agreements and, subject to the approval of this Agreement, the Merger and the transactions contemplated thereby be executed by the shareholders Seller in connection with the consummation of Southside and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and the transactions contemplated hereby and thereby is such ancillary documents, and to consummate the affirmative vote of the holders of at least two-thirds of the outstanding shares of Southside Common Stock entitled to vote at a meeting called for such purposetransactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such ancillary documents by the Southside and Allegiant Voting Agreements by Southside Seller and the consummation by Southside the Seller of the transactions contemplated hereby and thereby in accordance with have been duly and subject to validly authorized and declared advisable by at least a majority of the terms members of the Board of Directors based upon the recommendation of the Special Committee and, upon receipt of the approval of the holders of at least a majority of the outstanding shares of the Seller's common stock of this Agreement and the Southside Bexil Sale contemplated hereby, each voting as provided under the MGCL and Allegiant Voting Agreements in the charter and by-laws of the Seller (such receipt of approval being the "Required Vote"), the execution, delivery and performance of this Agreement and such ancillary documents by the Seller and the consummation by the Seller of the transactions contemplated hereby and thereby shall have been duly and validly authorized by all necessary corporate action on the Board of Directors of Southside. Each part of the Southside Seller and Allegiant Voting Agreements andthe Seller's stockholders. This Agreement has been, subject to and such ancillary documents shall be, duly executed and delivered by the approval of Southside's shareholders Seller and subject to constitutes or will constitute the receipt of such approvals of the Regulatory Authorities as may be required by statute or regulationlegal, this Agreement, is a valid and binding obligation of Southside the Seller, enforceable against Southside the Seller in accordance with its respective terms. Southside's Board of Directors has taken all actions so that none of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated hereby.
(b) Neither the execution nor delivery nor performance by Southside of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside of the transactions contemplated hereby or thereby, nor compliance by Southside with any of the provisions hereof or thereof, will (i) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it except as such enforceability may be boundlimited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws and equitable principles relating to or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assetslimiting creditors' rights generally.
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Bexil Corp), Stock Purchase Agreement (Bexil Corp)
Authorization. (a) Southside The Company has the all requisite corporate power and authority to enter into this the Transaction Agreements, the Asset Management Agreement and the Southside and Allegiant Voting Agreements, Strategic Advisor Agreements and to carry out and perform its obligations under the Southside and Allegiant Voting Agreements and, subject to terms of the approval of this AgreementTransaction Agreements, the Merger Asset Management Agreement and the transactions contemplated thereby by Strategic Advisor Agreements, including the shareholders issuance and sale of Southside the Securities, the issuance of the Strategic Advisor Warrants, the issuance of the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants (the “Pre-Funded Warrant Shares”) and the Regulatory Authoritiesissuance of the Strategic Advisor Warrant Shares. All corporate action on the part of the Company, to carry out its obligations under this Agreement. The only shareholder vote required officers, directors and stockholders necessary for Southside to approve this Agreementthe authorization of the Initial Shares, the Merger Pre-Funded Warrant Shares and the transactions contemplated hereby and thereby is Strategic Advisor Warrant Shares, the affirmative vote of the holders of at least two-thirds of the outstanding shares of Southside Common Stock entitled to vote at a meeting called for such purpose. The authorization, execution, delivery and performance of this the Transaction Agreements, Asset Management Agreement and the Southside and Allegiant Voting Strategic Advisor Agreements by Southside and the consummation by Southside of the transactions contemplated hereby herein or thereby, including the issuance and thereby sale of the Securities, the Pre-Funded Warrant Shares and the Strategic Advisor Warrant Shares has been taken, including, without limitation, the approval of the Board of Directors (or a committee thereof) in accordance with the Delaware General Corporation Law (as amended or superseded from time to time, the “DGCL”), including, but not limited to, Section 144 thereof. This Agreement has been duly executed and subject to delivered by the terms Company and, assuming the due authorization, execution and delivery by each Investor of this Agreement and that this Agreement constitutes the Southside legal, valid and Allegiant Voting Agreements have been duly authorized by the Board binding agreement of Directors of Southside. Each each Investor, this Agreement and each of the Southside and Allegiant Voting Agreements andPre-Funded Warrants constitutes a legal, subject to the approval of Southside's shareholders and subject to the receipt of such approvals of the Regulatory Authorities as may be required by statute or regulation, this Agreement, is a valid and binding obligation of Southside the Company, enforceable against Southside the Company in accordance with its respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). Southside's Board of Directors has taken all actions so Upon its execution by the Company and the other parties thereto and assuming that none it constitutes legal, valid and binding agreements of the Rightsother parties thereto, Article Twelve of Southside's Articles of Incorporationthe Registration Rights Agreement, Sections 351.407 the Asset Management Agreement the Strategic Advisor Agreements and 351.459 each of the Missouri Statutes or any other Missouri antitakeover measureStrategic Advisor Warrants will constitute a legal, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated hereby.
(b) Neither the execution nor delivery nor performance by Southside of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside valid and binding obligation of the transactions contemplated hereby Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or thereby, nor compliance affecting creditors generally or by Southside with any general equity principles (regardless of the provisions hereof or thereof, will (i) violate, conflict with, or result whether such enforceability is considered in a breach of any provisions of, proceeding in equity or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assetsat law).
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Securities Purchase Agreement (180 Life Sciences Corp.), Securities Purchase Agreement (180 Life Sciences Corp.)
Authorization. (a) Southside The Company has the all requisite corporate power and authority to enter into this Agreement execute and deliver the Southside Transaction Documents to which it is a party, to perform its obligations hereunder and Allegiant Voting Agreements, thereunder and to carry out its obligations under the Southside and Allegiant Voting Agreements and, subject to the approval of this Agreement, the Merger and the transactions contemplated thereby by the shareholders of Southside and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and consummate the transactions contemplated hereby and thereby is thereby, subject, in the affirmative vote case of the holders of at least two-thirds Merger, to the receipt of the outstanding shares Company Stockholder Approval and the Company Disinterested Stockholder Approval. Assuming the accuracy of Southside Common Stock entitled to vote at a meeting called for such purpose. The the representations in Section 4.15, the execution, delivery and performance of this Agreement and the Southside and Allegiant Voting Agreements by Southside Transaction Documents to which the Company is a party and the consummation by Southside the Company of the transactions contemplated hereby and thereby in accordance with and subject to the terms of this Agreement and the Southside and Allegiant Voting Agreements have been duly and validly authorized by all necessary corporate action on the Board of Directors of Southside. Each part of the Southside Company, and Allegiant Voting Agreements no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of the Transaction Documents to which the Company is a party or the consummation of the transactions contemplated hereby and thereby, other than, with respect to the Merger, the Company Stockholder Approval and the Company Disinterested Stockholder Approval. This Agreement has been duly and validly executed and delivered by the Company and, subject to assuming the approval of Southside's shareholders due execution and subject to delivery by Parent, Merger Sub and Merger LLC, constitutes the receipt of such approvals of the Regulatory Authorities as may be required by statute or regulation, this Agreement, is a valid and binding obligation of Southside the Company, enforceable against Southside the Company in accordance with its respective terms. Southside's Board , subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, rehabilitation, liquidation, preferential transfer, moratorium and similar Laws now or hereafter affecting creditors’ rights generally and subject, as to enforceability, to general principles of Directors has taken all actions so that none equity (regardless of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes whether enforcement is sought in a proceeding at equity or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated hereby).
(b) Neither The Company Board has unanimously (i) determined that the execution nor delivery nor performance by Southside of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside of Transaction Documents and the transactions contemplated hereby or and thereby, nor compliance by Southside with any of including the provisions hereof or thereofMerger, will (i) violateare advisable and fair to, conflict with, or result and in a breach of any provisions the best interests of, or constitute a default (or an event whichthe Company and the Company Disinterested Stockholders, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject approved (including for purposes of Section 203 of the DGCL) and declared advisable the Transaction Documents and the transactions contemplated hereby and thereby, including the Merger, (iii) directed that this Agreement be submitted to compliance with the statutes Company Voting Stockholders (including the Company Disinterested Stockholders) for adoption and regulations referred (iv) resolved to in subsection recommend that the Company Voting Stockholders (cincluding the Company Disinterested Stockholders) approve the adoption of this Section 2.04Agreement (such recommendation, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any the “Company Board Recommendation”). As of the Southside Subsidiaries date of this Agreement, the foregoing determinations and resolutions have not been rescinded, modified or any of their respective properties or assetswithdrawn.
(c) Other than in connection or in compliance with Assuming the provisions accuracy of the Missouri Statuterepresentations in Section 4.15, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws only votes of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals holders of any other Regulatory Authority, no notice to, filing with, exemption class or review by, or authorization, consent or approval of, any public body or authority is series of Company Capital Stock necessary for to adopt the consummation by Southside of Transaction Documents and to consummate the transactions contemplated hereby and thereby are the adoption of this Agreement by: (i) the affirmative vote of holders of a majority of the aggregate voting power of the outstanding shares of Company Series A Common Stock, Company Series B Common Stock and Company Preferred Stock entitled to vote thereon, voting together as a single class in accordance with the Company Charter (the “Company Stockholder Approval”), and (ii) the affirmative vote of holders of a majority of the aggregate voting power of the outstanding shares of Company Series A Common Stock, Company Series B Common Stock and Company Preferred Stock entitled to vote thereon (other than any outstanding shares of Company Capital Stock beneficially owned, directly or indirectly, by this Agreement(A) Parent and its Subsidiaries, (B) the ▇▇▇▇▇▇ Group, the ▇▇▇▇▇▇ Group and their respective Affiliates, (C) A/N and its Affiliates, (D) the members of the Parent Board and the Parent Section 16 Officers, (E) the members of the Company Board and the Company Section 16 Officers or (F) the immediate family members (as defined in Item 404 of Regulation S-K) of any of the foregoing), voting together as a single class (the “Company Disinterested Stockholder Approval” and the holders of Company Capital Stock entitled to vote on the Company Disinterested Stockholder Approval, the “Company Disinterested Stockholders”).
Appears in 2 contracts
Sources: Merger Agreement (Cco Holdings LLC), Merger Agreement (Charter Communications, Inc. /Mo/)
Authorization. (a) Southside Each of Parent, Merger Sub and Merger LLC has the corporate all requisite corporate, limited liability company or other power and authority to enter into this Agreement execute and deliver the Southside Transaction Documents to which it is a party, to perform its obligations hereunder and Allegiant Voting Agreements, thereunder and to carry out its obligations under the Southside and Allegiant Voting Agreements and, subject to the approval of this Agreement, the Merger and the transactions contemplated thereby by the shareholders of Southside and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and consummate the transactions contemplated hereby and thereby is thereby, subject, in the affirmative vote case of the holders of at least two-thirds Stock Issuance and the Merger, to the receipt of the outstanding shares Parent Stockholder Approval and the Parent Disinterested Stockholder Approval and the effectiveness of Southside Common Stock entitled to vote at a meeting called for such purposethe Merger Sub Stockholder Consent. The Assuming the accuracy of the representations in Section 3.19, the execution, delivery and performance of this Agreement the Transaction Documents to which any of Parent, Merger Sub and the Southside and Allegiant Voting Agreements by Southside Merger LLC is a party, and the consummation by Southside Parent, Merger Sub and Merger LLC of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate or other action on the part of Parent, Merger Sub and Merger LLC, and no other corporate or other proceedings on the part of Parent, Merger Sub and Merger LLC are necessary to authorize the execution and delivery of the Transaction Documents to which any of Parent, Merger Sub and Merger LLC is a party or the consummation of the transactions contemplated hereby and thereby, other than, with respect to the Stock Issuance and the Merger: (i) the Parent Requisite Approvals and (ii) the effectiveness of the Merger Sub Stockholder Consent. Merger LLC has taken all action as is necessary or advisable to authorize the Upstream Merger in accordance with Merger LLC’s governing documents and Section 267 of the DGCL and Section 18-209(i) of the DLLCA, and such authorization is and shall be the only limited liability company authorization of Merger LLC necessary to authorize the Upstream Merger. This Agreement has been duly and validly executed and delivered by Parent, Merger Sub and Merger LLC and, assuming the due execution and delivery by the Company, constitutes the valid and binding obligation of Parent, Merger Sub and Merger LLC, enforceable against Parent, Merger Sub and Merger LLC in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, rehabilitation, liquidation, preferential transfer, moratorium and similar Laws now or hereafter affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at equity or law).
(b) The Parent Special Committee has unanimously (i) determined that the terms Transaction Documents to which Parent is a party and the transactions contemplated hereby and thereby, including the Certificate of Designations and the Merger, are advisable and fair to, and in the best interests of, Parent and the Parent Stockholders (including the Parent Disinterested Stockholders) and (ii) recommended that the Parent Board approve (including for purposes of Section 203 of the DGCL) and declare advisable the Transaction Documents to which Parent is a party and the transactions contemplated hereby and thereby, including the Certificate of Designations and the Merger, and direct that the Stock Issuance and this Agreement and the transactions contemplated hereby, including the Merger, be submitted to the Parent Stockholders for approval and resolve to recommend that the Parent Stockholders approve the Stock Issuance and this Agreement and the transactions contemplated hereby, including the Merger (such recommendation, the “Parent Special Committee Recommendation”). As of the date of this Agreement, the foregoing determinations and resolutions have not been rescinded, modified or withdrawn.
(c) The Parent Board, including at least a majority of (a) the Unaffiliated Directors (as defined in the Parent Charter and the Stockholders Agreement) and (b) the directors designated by A/N pursuant to the Stockholders Agreement, upon the unanimous recommendation of the Parent Special Committee, has unanimously (i) determined that the Transaction Documents to which Parent is a party and the transactions contemplated hereby and thereby, including the Certificate of Designations and the Merger and including the consideration to be paid in connection therewith, are advisable and fair to, and in the best interests of, Parent and the Parent Stockholders (including the Parent Disinterested Stockholders), (ii) approved (including for purposes of Section 203 of the DGCL) and declared advisable the Transaction Documents to which Parent is a party and the transactions contemplated hereby and thereby, including the Certificate of Designations and the Merger, (iii) directed that the Stock Issuance and this Agreement and the transactions contemplated hereby, including the Merger, be submitted to the Parent Stockholders for approval, and (iv) resolved to recommend that the Parent Stockholders approve the Stock Issuance and this Agreement and the transactions contemplated hereby (such recommendation, the “Parent Board Recommendation”). As of the date of this Agreement, the foregoing determinations and resolutions have not been rescinded, modified or withdrawn.
(d) The Merger Sub Board has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable and fair to, and in the best interests of, Merger Sub and its sole stockholder, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) recommended that the sole stockholder of Merger Sub approve the adoption of this Agreement and (iv) directed that this Agreement be submitted to the sole stockholder of Merger Sub for adoption. As of the date of this Agreement, the foregoing determinations and resolutions have not been rescinded, modified or withdrawn. Prior to the execution of this Agreement, Merger LLC, as sole stockholder of Merger Sub, duly executed and delivered to Merger Sub a written consent, such consent to be effective immediately following the execution and delivery of this Agreement, approving this Agreement and the transactions contemplated hereby, including the Merger, pursuant to Section 228 of the DGCL (the “Merger Sub Stockholder Consent”). Parent has delivered to the Company a copy of the Merger Sub Stockholder Consent, which is currently in effect and has not been rescinded, modified or withdrawn.
(e) The sole member of Merger LLC has (i) determined that this Agreement and the transactions contemplated hereby are advisable and fair to, and in the best interests of, Merger LLC and its sole member, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby and (iii) taken all action as is necessary or advisable to cause Merger LLC to authorize the Upstream Merger in accordance with Merger LLC’s governing documents, Section 267 of the DGCL and Section 18-209 of the DLLCA. As of the date of this Agreement, the foregoing determinations and resolutions have not been rescinded, modified or withdrawn.
(f) Assuming the accuracy of the representations in Section 3.19, the only votes of the holders of any class or series of Parent Capital Stock necessary to adopt the Transaction Documents and to consummate the transactions contemplated hereby and thereby are: (i) the approval of the Stock Issuance by the affirmative vote of a majority of the votes cast by the holders of Parent Capital Stock at the Parent Stockholders Meeting (the “Parent Stockholder Approval”), and (ii) the approval of this Agreement and the Southside and Allegiant Voting Agreements have been duly authorized by the Board of Directors of Southside. Each of the Southside and Allegiant Voting Agreements and, subject to the approval of Southside's shareholders and subject to the receipt of such approvals of the Regulatory Authorities as may be required by statute or regulation, this Agreement, is a valid and binding obligation of Southside enforceable against Southside in accordance with its respective terms. Southside's Board of Directors has taken all actions so that none of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated hereby.
(b) Neither , including the execution nor delivery nor performance Merger, by Southside the affirmative vote of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside holders of a majority of the transactions contemplated hereby aggregate voting power of the outstanding shares of Parent Capital Stock entitled to vote thereon (other than any outstanding shares of Parent Capital Stock beneficially owned, directly or therebyindirectly, nor compliance by Southside with (A) the Company and its Affiliates, (B) the ▇▇▇▇▇▇ Group, the ▇▇▇▇▇▇ Group and their respective Affiliates, (C) A/N and its Affiliates, (D) the members of the Company Board and Company Section 16 Officers, (E) the members of the Parent Board and the Parent Section 16 Officers or (F) the immediate family members (as defined in Item 404 of Regulation S-K) of any of the provisions hereof or thereofforegoing), will voting together as a single class (i) violate, conflict with, or result in a breach the “Parent Disinterested Stockholder Approval” and the holders of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in Parent Capital Stock entitled to vote on the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assets.
(c) Other than in connection or in compliance with the provisions of the Missouri StatuteParent Disinterested Stockholder Approval, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"“Parent Disinterested Stockholders”), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Cco Holdings LLC), Merger Agreement (Charter Communications, Inc. /Mo/)
Authorization. (a) Southside The Company has the corporate power and authority to enter into this Agreement and the Southside and Allegiant Voting Agreements, other Transaction Documents and to carry out its obligations under the Southside hereunder and Allegiant Voting Agreements and, subject to the approval of this Agreement, the Merger and the transactions contemplated thereby by the shareholders of Southside and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and the transactions contemplated hereby and thereby is the affirmative vote of the holders of at least two-thirds of the outstanding shares of Southside Common Stock entitled to vote at a meeting called for such purposethereunder. The execution, delivery and performance of this Agreement and the Southside and Allegiant Voting Agreements other Transaction Documents by Southside the Company and the consummation by Southside of the transactions contemplated hereby and thereby in accordance with and subject to the terms of this Agreement and the Southside and Allegiant Voting Agreements have been duly authorized by the Board board of Directors of Southside. Each directors of the Southside Company (the “Company Board”), including all approvals required by Section 203 of the Delaware General Corporation Law. This Agreement has been, and Allegiant Voting Agreements (as of the Closing) the other Transaction Documents will be, duly and validly executed and delivered by the Company and, subject to assuming due authorization, execution and delivery by the approval of Southside's shareholders Purchaser, this Agreement is, and subject to the receipt of such approvals (as of the Regulatory Authorities as may be required by statute or regulationClosing) each of the other Transaction Documents will be, this Agreement, is a valid and binding obligation of Southside the Company enforceable against Southside the Company in accordance with its respective termsterms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). Southside's Board No other corporate proceedings are necessary for the execution and delivery by the Company of Directors has taken all actions so that none of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the other Transaction Documents, and no other corporate proceedings (except to the extent set forth in the other Transaction Documents and except for the adoption of Company Board resolutions appointing the Purchaser Designees at Closing) are necessary for the performance by the Company of its obligations hereunder or thereunder or the consummation by it of the transactions contemplated herebyhereby or thereby.
(b) Neither the execution nor and delivery nor performance by Southside the Company of this Agreement or the Southside or Allegiant Voting Agreementsother Transaction Documents, nor the consummation by Southside of the transactions contemplated hereby or thereby, nor compliance by Southside the Company with any of the provisions hereof or thereof, will (i) violate, conflict with, or result in a breach of any provisions provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, of any Lien upon any of the material properties or assets of Southside or any of the Southside Subsidiaries Company Group Member under any of the terms, conditions or provisions of (x) its Articles the Certificate of Incorporation, charter the Certificate of Designations, the Bylaws or By-Laws the certificate of incorporation, charter, articles of association, bylaws or other governing instrument of any Company Subsidiary or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries Company Group Member is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries Company Group Member or any of the properties or assets of Southside or any of the Southside Subsidiaries Company Group Member may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04violate any law, violate statute, ordinance, rule, regulation, permit, franchise or any judgment, ruling, order, writ, injunction, decree, statute, rule injunction or regulation decree applicable to Southside any Company Group Member or any of the Southside Subsidiaries or any of their its respective properties or assets, except in the case of clauses (i)(y) and (ii), for such violations, conflicts and breaches as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states and approval or filings, consents, reviews, authorizations, approvals or exemptions required expiration of applicable waiting periods under the BHCA, the FDI Act or any required approvals of any other Regulatory AuthorityHSR Act, no notice to, registration, declaration or filing with, exemption or review by, or authorization, order, consent or approval ofof any Governmental Entity, nor expiration or termination of any public body or authority statutory waiting period, is necessary for the consummation by Southside the Company of the transactions contemplated by this AgreementAgreement or the other Transaction Documents.
Appears in 2 contracts
Sources: Investment Agreement, Investment Agreement (Beacon Roofing Supply Inc)
Authorization. (a) Southside Buyer has the corporate all requisite power and authority to enter into this Agreement Agreement, the Employment Agreements and each of the Southside and Allegiant Voting Agreements, Ancillary Agreements to which it is a party and to carry out its obligations under consummate the Southside transactions contemplated hereby and Allegiant Voting Agreements and, subject to the approval thereby. The execution and delivery of this Agreement, the Merger Employment Agreements and the transactions contemplated thereby by the shareholders of Southside and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and the transactions contemplated hereby and thereby is the affirmative vote each of the holders of at least two-thirds of the outstanding shares of Southside Common Stock entitled Ancillary Agreements to vote at which it is a meeting called for such purpose. The execution, delivery and performance of this Agreement and the Southside and Allegiant Voting Agreements by Southside party and the consummation by Southside of the transactions contemplated hereby and thereby in accordance with and subject to the terms of this Agreement and the Southside and Allegiant Voting Agreements have been duly authorized by all necessary corporate action on the Board part of Directors Buyer, and no further corporate action is required on the part of Southside. Each of the Southside and Allegiant Voting Agreements andBuyer or its stockholders to approve, subject to the approval of Southside's shareholders and subject to the receipt of such approvals of the Regulatory Authorities as may be required by statute adopt or regulation, authorize this Agreement, is a valid and binding obligation of Southside enforceable against Southside in accordance with its respective terms. Southside's Board of Directors has taken all actions so that none the Employment Agreements, any of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes Ancillary Agreements or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated hereby.
(b) Neither the execution nor delivery nor performance by Southside of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside of the transactions contemplated hereby or thereby. This Agreement, nor compliance by Southside with any of the provisions hereof or thereof, will Employment Agreements and the Ancillary Agreements (iother than the Convertible Cash Note) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries Buyer is a party or have been duly executed and delivered by which it may be boundBuyer and, or assuming the due authorization, execution and delivery by Seller, constitute the valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, subject to the laws of general application relating to bankruptcy, insolvency and the relief of debtors and to rules of law governing specific performance, injunctive relief and other equitable remedies. Upon delivery at the Closing of the Convertible Cash Note, if any, to which Southside or any Buyer is a party, such Convertible Cash Note will have been duly executed and delivered by Buyer and will constitute the valid and binding obligation of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subjectBuyer, or (ii) enforceable against Buyer in accordance with its terms, subject to compliance with the statutes and regulations referred laws of general application relating to in subsection (c) of this Section 2.04bankruptcy, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assets.
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, insolvency and the relief of debtors and to rules of law governing specific performance, injunctive relief and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreementequitable remedies.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Catapult Communications Corp), Asset Purchase Agreement (Tekelec)
Authorization. (a) Southside has Each Bank irrevocably appoints and authorizes the corporate power and authority Agent to enter into this Agreement and act on behalf of such Bank to the Southside and Allegiant Voting Agreementsextent provided herein or in any document or instrument delivered hereunder or in connection herewith, and to carry out its obligations under the Southside and Allegiant Voting Agreements and, subject to the approval of this Agreement, the Merger and the transactions contemplated thereby by the shareholders of Southside and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and the transactions contemplated hereby and thereby is the affirmative vote of the holders of at least two-thirds of the outstanding shares of Southside Common Stock entitled to vote at a meeting called for take such purpose. The execution, delivery and performance of this Agreement and the Southside and Allegiant Voting Agreements by Southside and the consummation by Southside of the transactions contemplated hereby and thereby in accordance with and subject to the terms of this Agreement and the Southside and Allegiant Voting Agreements have been duly authorized by the Board of Directors of Southside. Each of the Southside and Allegiant Voting Agreements and, subject to the approval of Southside's shareholders and subject to the receipt of such approvals of the Regulatory Authorities other action as may be required by statute or regulation, this Agreement, is a valid and binding obligation of Southside enforceable against Southside in accordance with its respective terms. Southside's Board of Directors has taken all actions so that none of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated herebyreasonably incidental thereto.
(b) Neither the execution nor delivery nor performance As to any matters not expressly provided for by Southside of this Agreement or the Southside other Loan Documents (including enforcement or Allegiant Voting Agreementscollection), nor the consummation by Southside Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written direction of the transactions contemplated hereby or therebyRequired Banks, nor compliance by Southside with and, unless and until revoked in writing, such instructions shall be binding upon all Banks; provided, however, that the Agent shall not be required to take any of the provisions hereof or thereof, will action that (i) violate, conflict with, or result the Agent in good faith believes exposes it to liability unless the Agent receives an indemnification and is exculpated in a breach of any provisions of, or constitute a default (or an event which, manner satisfactory to it from the Banks with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation respect to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, such action or (ii) subject is contrary to compliance with this Agreement or any other Loan Document or applicable law, including any action that may be in violation of the statutes automatic stay under any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors or that may effect a forfeiture, modification or termination of property of a Defaulting Bank in violation of any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors; provided, further, that the Agent may seek clarification or direction from the Required Banks prior to the exercise of any such instructed action and regulations referred may refrain from acting until such clarification or direction has been provided. Except as expressly set forth in the Loan Documents, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower, any Subsidiary or any Affiliate of any of the foregoing that is communicated to or obtained by the Person serving as Agent or any of its Affiliates in subsection any capacity. Nothing in this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(c) In performing its functions and duties hereunder and under the other Loan Documents, the Agent is acting solely on behalf of the Banks, and its duties are entirely mechanical and administrative in nature. The motivations of the Agent are commercial in nature and not to invest in the general performance or operations of the Borrower. Without limiting the generality of the foregoing:
(i) the Agent does not assume and shall not be deemed to have assumed any obligation or duty or any other relationship as the agent, fiduciary or trustee of or for any Bank or holder of any other obligation other than as expressly set forth herein and in the other Loan Documents, regardless of whether a Default or an Event of Default has occurred and is continuing (and it is understood and agreed that the use of the term “agent” (or any similar term) herein or in any other Loan Document with reference to the Agent is not intended to connote any fiduciary duty or other implied (or express) obligations arising under agency doctrine of any applicable law, and that such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties); additionally, each Bank agrees that it will not assert any claim against the Agent based on an alleged breach of fiduciary duty by the Agent in connection with this Agreement and/or the transactions contemplated hereby; and
(ii) nothing in this Agreement or any Loan Document shall require the Agent to account to any Bank for any sum or the profit element of any sum received by the Agent for its own account.
(d) In case of the pendency of any proceeding with respect to the Borrower under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, the Agent (irrespective of whether the principal of any Advance shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Advances and all other obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Banks and the Agent (including any claim under Sections 3, 4.1, 4.3, 4.4(b) 5.5 and 11.9) allowed in such judicial proceeding; and
(ii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such proceeding is hereby authorized by each Bank to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Banks, to pay to the Agent any amount due to it, in its capacity as the Agent, under the Loan Documents (including under Section 11.9). Nothing contained herein shall be deemed to authorize the Agent to authorize or consent to or accept or adopt on behalf of any Bank any plan of reorganization, arrangement, adjustment or composition affecting the obligations under the Loan Documents or the rights of any Bank or to authorize the Agent to vote in respect of the claim of any Bank in any such proceeding.
(e) The provisions of this Section 2.0410 are solely for the benefit of the Agent and the Banks, violate any judgmentand, rulingexcept solely to the extent of the Borrower’s rights to consent pursuant to and subject to the conditions set forth in this Section 10 and as set forth in Section 10.2(b) and Section 10.8, order, writ, injunction, decree, statute, rule or regulation applicable to Southside none of the Borrower or any of the Southside Subsidiaries Subsidiary, or any of their respective properties or assetsAffiliates, shall have any rights as a third party beneficiary under any such provisions.
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Solventum Corp), Delayed Draw Term Loan Agreement (Solventum Corp)
Authorization. This Agreement, the Escrow Agreement described in Section 12.3 below and all other agreements in connection with the Transaction to which Seller is or will be a party (asuch Escrow Agreement and any other agreements being referred to hereafter as the "Ancillary Agreements") Southside have been, or upon their execution and delivery hereunder will have been, duly and validly executed and delivered by Seller and constitute, or will constitute, valid and binding agreements of Seller enforceable against Seller in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally or by general equitable principles or the exercise of judicial discretion in accordance with such principles. Seller has the corporate all requisite power and authority to enter into execute and deliver this Agreement and, at the time of the Closing, will have all requisite power and authority to carry out the transactions contemplated in this Agreement and the Southside Ancillary Agreements to which it is or will be a party. All requisite corporate action on the part of Seller has been taken to authorize the execution and Allegiant Voting Agreements, delivery of this Agreement and the Ancillary Agreements to carry out its obligations under the Southside and Allegiant Voting Agreements and, which Seller is or will be a party subject only to the approval of the Transaction and this Agreement, the Merger and the transactions Agreement by Seller's stockholders as contemplated thereby by the shareholders of Southside and the Regulatory Authorities, to carry out its obligations under this AgreementSection 6.8(a). The only shareholder vote required for Southside to approve this Agreement, the Merger and the transactions contemplated hereby and thereby is the affirmative vote of the holders of at least two-thirds a majority of the outstanding shares of Southside Common Stock entitled to vote at a common stock of Seller outstanding on the record date for the stockholders meeting called for such purpose. The execution, delivery and performance pursuant to Section 6.8(a) (the "Required Seller Stockholder Vote") is the only vote of the holders of any of Seller's capital stock necessary under Delaware Law to approve this Agreement and the Southside and Allegiant Voting Agreements by Southside and the consummation by Southside of the transactions contemplated hereby and thereby in accordance with and subject to the terms hereby. The Board of Directors of Seller has unanimously (i) approved this Agreement and the Southside and Allegiant Voting Agreements have been duly authorized by the Board of Directors of Southside. Each of the Southside and Allegiant Voting Agreements andTransaction, subject to the approval of Southside's shareholders and subject to the receipt of such approvals of the Regulatory Authorities as may be required by statute or regulation, this Agreement, is a valid and binding obligation of Southside enforceable against Southside in accordance with its respective terms. Southside's Board of Directors has taken all actions so that none of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated hereby.
(b) Neither the execution nor delivery nor performance by Southside of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside of the transactions contemplated hereby or thereby, nor compliance by Southside with any of the provisions hereof or thereof, will (i) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with determined that in its opinion the statutes Transaction and regulations referred to this Agreement is in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any the best interests of the Southside Subsidiaries or any stockholders of their respective properties or assets.
Seller and is on terms that are fair to such stockholders and (ciii) Other than in connection or in compliance with recommended that the provisions stockholders of the Missouri Statute, the Securities Act of 1933, as amended, Seller approve this Agreement and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this AgreementMerger.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Tab Products Co), Asset Purchase Agreement (Docucon Incorporated)
Authorization. (ai) Southside The Company has the corporate all necessary power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Board of Directors of the Company, at a meeting duly called and held on the date hereof at which all directors of the Company were present, duly and unanimously adopted resolutions (A) adopting and declaring advisable this Agreement, the Ancillary Agreements to which the Company is a party and the Merger and other transactions contemplated hereby and thereby on the terms and subject to the conditions set forth herein and therein; (B) taking all actions necessary or advisable to ensure that this Agreement and the Merger and the other transactions contemplated hereby satisfy the requirements of the Existing Stockholders’ Agreement; (C) declaring that it is in the best interests of the stockholders of the Company that the Company enter into this Agreement and the Southside Ancillary Agreements and Allegiant Voting Agreements, consummate the Merger and to carry out its obligations under the Southside other transactions contemplated hereby and Allegiant Voting Agreements and, thereby on the terms and subject to the approval conditions set forth herein and therein; (D) directing that the adoption of this Agreement be submitted to a vote at a meeting of stockholders of the Company; (E) recommending that the stockholders of the Company adopt this Agreement; and (F) taking all actions necessary or advisable to ensure that this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby will not cause to be applicable to the Company or Parent any “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation enacted under state or federal Laws including to ensure that Section 203 of the DGCL does not apply to this Agreement, the Merger and the other transactions contemplated thereby by the shareholders of Southside and the Regulatory Authorities, to carry out its obligations under this Agreement. hereby.
(ii) The only shareholder vote required for Southside to approve this Agreement, the Merger and the transactions contemplated hereby and thereby is the affirmative vote of the holders of at least two-thirds of the outstanding shares of Southside Common Stock entitled to vote at a meeting called for such purpose. The Company’s execution, delivery and performance of this Agreement and the Southside and Allegiant Voting Ancillary Agreements by Southside to which it is a party and the consummation by Southside the Company of the transactions contemplated hereby and thereby in accordance with have been duly and subject validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company or vote of holders of any class or series of capital stock of the Company is necessary to authorize this Agreement or the terms Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby and thereby, other than the adoption of this Agreement and by an affirmative vote of a majority of the Southside and Allegiant Voting Agreements have outstanding shares of Company Common Stock entitled to vote thereon at the Company Stockholders Meeting or any adjournment or postponement thereof (“Company Stockholder Approval”). This Agreement has been duly authorized executed and delivered by the Board of Directors of Southside. Each of Company and (assuming due authorization, execution and delivery by Parent and Merger Sub) constitutes, and each Ancillary Agreement to which the Southside Company is a party, when executed and Allegiant Voting Agreements anddelivered by the Company (assuming due authorization, subject to execution and delivery by the approval of Southside's shareholders and subject to the receipt of such approvals of the Regulatory Authorities as may be required by statute or regulationother parties thereto), this Agreementwill constitute, is a valid and binding obligation of Southside the Company, enforceable against Southside the Company in accordance with its respective terms. Southside's Board , except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of Directors has taken all actions so that none of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated hereby.
(b) Neither the execution nor delivery nor performance by Southside of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside of the transactions contemplated hereby or thereby, nor compliance by Southside with any of the provisions hereof or thereof, will (i) violate, conflict with, or result such enforceability is considered in a breach of any provisions of, proceeding in equity or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assetsat Law).
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Great Atlantic & Pacific Tea Co Inc), Merger Agreement (Pathmark Stores Inc)
Authorization. (a) Southside Seller has the corporate requisite limited partnership power and authority authority, and has taken all limited partnership action necessary to enter into execute and deliver this Agreement and the Southside all other documents to be executed and Allegiant Voting Agreementsdelivered by Seller as contemplated hereby, to perform its obligations hereunder and thereunder and to carry out its obligations under the Southside and Allegiant Voting Agreements and, subject to the approval of this Agreement, the Merger and the transactions contemplated thereby by the shareholders of Southside and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and consummate the transactions contemplated hereby and thereby is the affirmative vote of the holders of at least two-thirds of the outstanding shares of Southside Common Stock entitled to vote at a meeting called for such purposethereby. The execution, delivery and performance by Seller of this Agreement and the Southside and Allegiant Voting Agreements by Southside and the consummation by Southside Seller of the transactions contemplated hereby and thereby in accordance with and subject and, to the terms extent applicable, the performance of this Agreement and the Southside and Allegiant Voting Agreements its obligations hereunder have been duly authorized and approved by all necessary limited partnership action on the Board part of Directors of SouthsideSeller. Each of the Southside This Agreement has been duly executed and Allegiant Voting Agreements and, subject to the approval of Southside's shareholders and subject to the receipt of such approvals of the Regulatory Authorities as may be required delivered by statute or regulation, Seller. Assuming that this Agreement, is a Agreement constitutes valid and binding obligation obligations of Southside Purchaser, this Agreement constitutes valid and binding obligations of Seller, enforceable against Southside Seller in accordance with its respective terms. Southside's Board the terms hereof, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Applicable Laws affecting the enforcement of Directors has taken all actions so that none of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 creditors’ rights generally and 351.459 of the Missouri Statutes or any other Missouri antitakeover measureby general equitable principles, whether pursuant to Southside's Articles of Incorporation considered in a Proceeding in equity or Bylawsat law (collectively, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated hereby“Creditor’s Rights”).
(b) Neither the execution nor The execution, delivery nor and performance by Southside Seller of this Agreement or the Southside any other agreement contemplated hereunder or Allegiant Voting Agreements, nor the consummation by Southside Seller of the transactions contemplated hereby or therebythereby does not or will not, nor compliance by Southside after the giving of notice, or the lapse of time, or otherwise, (i) conflict with any of the provisions hereof or thereofof the Organizational Documents of Seller, will (iii) violate, conflict with, with or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation Contract to which Southside or any of the Southside Subsidiaries Seller is a party or by which it may be bound, or to which Southside Seller or any of the Southside Subsidiaries or any of the its properties or assets of Southside or are bound, (iii) contravene any of the Southside Subsidiaries may be subjectApplicable Law, or (iv) violate any applicable right of first offer or right of first refusal to which Seller is a party, except in the case of clauses (ii) subject to compliance with the statutes and regulations referred to in subsection (ciii) of this Section 2.04above, violate any judgmentfor such conflicts, rulingbreaches, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assets.
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filingsdefaults, consents, reviewsapprovals, authorizations, approvals declarations, filings or exemptions required under the BHCAnotices which would not reasonably be expected to prevent, the FDI Act materially delay or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of materially impair Seller’s ability to consummate the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Public Sector Pension Investment Board), Securities Purchase Agreement (Pattern Renewables LP)
Authorization. (a) Southside has the corporate power and authority to enter into this Agreement and the Southside and Allegiant Voting Agreements, and to carry out its obligations under the Southside and Allegiant Voting Agreements and, subject to the approval of this Agreement, the Merger and the transactions contemplated thereby by the shareholders of Southside and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and the transactions contemplated hereby and thereby is the affirmative vote of the holders of at least two-thirds of the outstanding shares of Southside Common Stock entitled to vote at a meeting called for such purpose. The execution, delivery and performance by Seller of this Agreement and the Southside and Allegiant Voting Agreements other agreements to be entered into by Southside it pursuant to the terms of this Agreement, and the consummation by Southside Seller of the transactions contemplated hereby and thereby thereby, are within Seller’s corporate powers, are not in accordance with contravention of the terms of Seller’s Constituent Documents, and subject have been duly authorized and approved by Seller’s board of directors and, if required by Law or Seller’s Constituent Documents, by the stockholders of Seller. No other corporate or limited liability company, as the case may be, proceedings on the part of Seller or any Acquired Entity are necessary to authorize the execution, delivery and performance by Seller or any Acquired Entity of this Agreement or the other agreements to be entered into by Seller or any Acquired Entity pursuant to the terms of this Agreement.
(b) This Agreement has been duly and validly executed and delivered by Seller, and, as of the Closing, the other agreements to be entered into by Seller or any Acquired Entity pursuant to the terms of this Agreement and the Southside and Allegiant Voting Agreements will have been duly authorized and validly executed and delivered by Seller or such Acquired Entity, as the Board of Directors of Southsidecase may be. Each of This Agreement constitutes, and upon their execution and delivery, such other agreements will constitute, the Southside and Allegiant Voting Agreements andlegal, subject to the approval of Southside's shareholders and subject to the receipt of such approvals of the Regulatory Authorities as may be required by statute or regulation, this Agreement, is a valid and binding obligation obligations of Southside Seller and any Acquired Entity party thereto, enforceable against Southside Seller and any Acquired Entity party thereto in accordance with its their respective terms. Southside's Board of Directors has taken all actions so that none of terms (assuming the Rightsvalid authorization, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 execution and 351.459 of the Missouri Statutes or delivery hereof and thereof by Purchaser and any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated hereby.
(b) Neither the execution nor delivery nor performance by Southside of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside of the transactions contemplated hereby or thereby, nor compliance by Southside with any of the provisions hereof or thereof, will (i) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries unaffiliated entity that is a party or by which it may be boundthereto), or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, in each case, to bankruptcy, insolvency, reorganization, moratorium and similar Laws of general application relating to or (ii) subject affecting creditors’ rights and to compliance with the statutes general principles of commercial reasonableness, good faith and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assetsfair dealing.
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Psychiatric Solutions Inc), Stock Purchase Agreement (Psychiatric Solutions Inc)
Authorization. (a) Southside Allegiant has the corporate power and authority to enter into this Agreement and the Southside and Allegiant Voting Agreements, Agreements and to carry out its obligations under the Southside and Allegiant Voting Agreements and, subject to the approval of this Agreement, the Merger and the transactions contemplated thereby by the shareholders of Southside Allegiant and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside Allegiant to approve this Agreement, the Merger and the transactions contemplated hereby and thereby is the affirmative vote of the holders of at least two-thirds of the outstanding shares of Southside Allegiant Common Stock entitled to vote at a meeting called for such purpose. The execution, delivery and performance of this Agreement and the Southside and Allegiant Voting Agreements by Southside Allegiant and the consummation by Southside Allegiant of the transactions contemplated hereby and thereby and the consummation by Allegiant of the transactions contemplated hereby and thereby in accordance with and subject to the terms of this Agreement and the Southside and Allegiant Voting Agreements have been duly authorized by all requisite corporate action of Allegiant, except, in the Board case of Directors this Agreement, for the approval of Southsidethis Agreement and the transactions contemplated hereby by the Allegiant shareholders. Each of the The Southside and Allegiant Voting Agreements are and, subject to the approval of Southside's shareholders and subject to the receipt of such approvals of the Allegiant shareholders and the Regulatory Authorities as may be required by statute or regulation, this AgreementAgreement is, is a valid and binding obligation of Southside Allegiant enforceable against Southside it in accordance with its their respective terms. SouthsideAllegiant's Board of Directors has taken all actions so that none of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or any other no Missouri antitakeover measure, whether pursuant to SouthsideAllegiant's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated hereby.
(b) Neither the execution nor execution, delivery nor and performance by Southside Allegiant of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside Allegiant of the transactions contemplated hereby or thereby, nor compliance by Southside Allegiant with any of the provisions hereof or thereof, will (i) violate, conflict with, with or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside Allegiant or any of the Southside Allegiant Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws Laws, or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside Allegiant or any of the Southside Allegiant Subsidiaries is a party or by which it may be bound, or to which Southside Allegiant or any of the Southside Allegiant Subsidiaries or any of the properties or assets of Southside Allegiant or any of the Southside Allegiant Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.043.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside Allegiant or any of the Southside Allegiant Subsidiaries or any of their respective properties or assets.
(c) Other than in connection with or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectivelyAct, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside Allegiant of the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Allegiant Bancorp Inc), Merger Agreement (Southside Bancshares Corp)
Authorization. (a) Southside has the corporate power The Trust Preferred Securities have been duly authorized by Trust and, when issued and authority delivered by Trust to enter into Purchaser pursuant to this Agreement against payment therefor as provided herein, will be validly issued and fully paid and nonassessable undivided beneficial interests in the Southside assets of Trust entitled to the benefits of the Declaration of Trust and Allegiant Voting Agreementswill constitute legally valid and binding obligation of Trust, and to carry out its obligations under the Southside and Allegiant Voting Agreements andenforceable against it in accordance with their terms, subject to the approval of this Agreementapplicable bankruptcy, the Merger insolvency, fraudulent conveyance, reorganization, moratorium and the transactions contemplated thereby by the shareholders of Southside similar laws relating to or affecting creditors' rights generally and the Regulatory Authoritiesremedies generally, and subject, as to enforceability, to carry out its obligations under this Agreementgeneral principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). The only shareholder vote required for Southside to approve this Agreement, the Merger and the transactions contemplated hereby and thereby is the affirmative vote issuance of the holders of at least two-thirds of the outstanding shares of Southside Common Stock entitled Trust Preferred Securities is not subject to vote at a meeting called for such purpose. The executionpreemptive or other similar rights, delivery and performance of this Agreement and the Southside and Allegiant Voting Agreements by Southside and the consummation by Southside of the transactions contemplated hereby and thereby in accordance with and (subject to the terms of this the Declaration of Trust) holders of Trust Preferred Securities will be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit incorporated under the laws of the State of Delaware.
(b) This Agreement and the Southside Transaction Documents to which it is a party have been validly authorized and Allegiant Voting Agreements duly executed and delivered by the Trust.
(c) The issuance and delivery of the Notes have been duly authorized by Company, and, at the Board Closing Date, the Notes will have been duly executed by Company and, when delivered against payment therefor, will constitute valid and binding obligations of Directors of Southside. Each of the Southside and Allegiant Voting Agreements andCompany enforceable against it in accordance with their terms, subject to the approval applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws relating to or affecting creditors' rights generally and remedies generally, and subject, as to enforceability, to general principles of Southside's shareholders equity, including principles of commercial reasonableness, good faith and subject to the receipt fair dealing (regardless of such approvals of the Regulatory Authorities as may be required by statute or regulation, this Agreement, whether enforcement is a valid and binding obligation of Southside enforceable against Southside in accordance with its respective terms. Southside's Board of Directors has taken all actions so that none of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated hereby.
(b) Neither the execution nor delivery nor performance by Southside of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside of the transactions contemplated hereby or thereby, nor compliance by Southside with any of the provisions hereof or thereof, will (i) violate, conflict with, or result sought in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assets.
(c) Other than in connection proceeding at law or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"equity), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Securities Purchase Agreement (CCC Information Services Group Inc), Securities Purchase Agreement (Winokur Herbert S Jr)
Authorization. (a) Southside The Company has the full corporate power and authority to enter into execute and deliver this Agreement, the Registration Rights Agreement and the Warrants, to issue the Common Stock pursuant to this Agreement and the Southside and Allegiant Voting AgreementsWarrants, and to carry out its obligations under the Southside and Allegiant Voting Agreements and, subject to the approval of this Agreement, the Merger and the transactions contemplated thereby by the shareholders of Southside and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and consummate the transactions contemplated hereby and thereby is in accordance with the affirmative vote of the holders of at least two-thirds of the outstanding shares of Southside Common Stock entitled to vote at a meeting called for such purposeterms hereof and thereof. The execution, execution and delivery and performance of this Agreement, the Registration Rights Agreement and the Southside Warrants, and Allegiant Voting Agreements by Southside the issuance of the Common Stock issuable upon a Closing and pursuant to the Warrants, and the consummation of the transactions contemplated hereby and thereby have been duly authorized by Southside the Board of Directors of the Company. To the Company's Knowledge, no other corporate proceedings on the part of the Company are necessary to approve and authorize the execution and delivery of this Agreement, the Registration Rights Agreement and the Warrants, and the issuance of the Common Stock issuable upon a Closing and pursuant to the Warrants, and the consummation of the transactions contemplated hereby and thereby in accordance with the terms hereof and subject thereof, except for any approval of the Company's shareholders that may be required pursuant to Rule 4460 of the Marketplace Rules of NASDAQ National Market. This Agreement, the Registration Rights Agreement and the Warrants, have been duly executed and delivered by the Company, and the Common Stock issuable in accordance with the terms of this Agreement and the Southside and Allegiant Voting Agreements have been duly authorized by the Board of Directors of Southside. Each or upon exercise of the Southside Warrants, will be duly and Allegiant Voting Agreements andvalidly issued, subject to the approval fully paid and nonassessable, and each of Southside's shareholders and subject to the receipt of such approvals of the Regulatory Authorities as may be required by statute or regulation, this Agreement, is a the Registration Rights Agreement and the Warrants, when executed and delivered will constitute valid and binding obligation obligations of Southside the Company enforceable against Southside the Company in accordance with its respective their terms. Southside's Board of Directors has taken all actions so that none of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply except to the Merger or this Agreement or the transactions contemplated hereby.
(b) Neither the execution nor delivery nor performance extent limited by Southside of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside of the transactions contemplated hereby or thereby, nor compliance by Southside with any of the provisions hereof or thereof, will (i) violatebankruptcy, conflict withinsolvency, or result in a breach of any provisions ofreorganization, or constitute a default (or an event whichfraudulent transfer, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement moratorium or other instrument similar laws now or obligation hereafter in effect relating to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or creditors' rights generally and (ii) subject to compliance with the statutes and regulations referred to in subsection (c) general principles of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assetsequity.
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Structured Equity Line Flexible Financing Agreement (Cygnus Inc /De/), Structured Equity Line Flexible Financing Agreement (Cygnus Inc /De/)
Authorization. (a) Southside Each of Parent, Merger Sub and Merger LLC has the all requisite corporate power and authority to enter into execute and deliver this Agreement and the Southside and Allegiant Voting AgreementsAgreement, to perform its obligations hereunder, and to carry out its obligations under the Southside and Allegiant Voting Agreements and, subject to the approval of this Agreement, the Merger and consummate the transactions contemplated thereby by the shareholders of Southside and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and the transactions contemplated hereby and thereby is the affirmative vote of the holders of at least two-thirds of the outstanding shares of Southside Common Stock entitled to vote at a meeting called for such purposehereby. The execution, delivery and performance of this Agreement and the Southside consummation by Parent, Merger Sub and Allegiant Voting Agreements by Southside Merger LLC of the Merger, the Upstream Merger and the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Parent, Merger Sub and Merger LLC and, other than the adoption of this Agreement by Parent as the sole stockholder of Merger Sub and as the sole member of Merger LLC, no other corporate proceedings on the part of Parent, Merger Sub or Merger LLC are necessary to authorize the execution and delivery of this Agreement or the consummation by Southside of the transactions contemplated hereby hereby. This Agreement has been duly and thereby in accordance with validly executed and subject to delivered by Parent, Merger Sub and Merger LLC and, assuming the terms of this Agreement due adoption by Parent as aforesaid and the Southside due execution and Allegiant Voting Agreements have been duly authorized delivery by the Board of Directors of Southside. Each of Company, constitutes the Southside and Allegiant Voting Agreements and, subject to the approval of Southside's shareholders and subject to the receipt of such approvals of the Regulatory Authorities as may be required by statute or regulation, this Agreement, is a valid and binding obligation of Southside Parent, Merger Sub and Merger LLC, enforceable against Southside Parent, Merger Sub and Merger LLC in accordance with its respective terms. Southside's Board , subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, rehabilitation, liquidation, preferential transfer, moratorium and similar Laws now or hereafter affecting creditors’ rights generally and subject, as to enforceability, to general principles of Directors has taken all actions so that none equity (regardless of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes whether enforcement is sought in a proceeding at equity or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated hereby).
(b) Neither The Board of Directors of each of Parent and Merger Sub, and the execution nor delivery nor performance by Southside managing member of Merger LLC has (i) determined that this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside of and the transactions contemplated hereby or therebyhereby, nor compliance by Southside with any of including the provisions hereof or thereofMerger, will (i) violateare advisable and fair to, conflict with, or result and in a breach of any provisions the best interests of, or constitute a default (or an event whichParent, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or Merger Sub and Merger LLC and their respective stockholders and members and (ii) subject to compliance with the statutes approved this Agreement and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assets.
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreementhereby, including the Merger and the Upstream Merger.
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (Marvel Entertainment, Inc.)
Authorization. (a) Southside The Foundation has the full corporate power and authority to enter into execute and deliver this Agreement and each of the Southside and Allegiant Voting Agreements, documents required to be executed in connection herewith (the "Foundation Documents") and to carry out perform fully its obligations under the Southside hereunder and Allegiant Voting Agreements and, subject to the approval of this Agreement, the Merger and the transactions contemplated thereby by the shareholders of Southside and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and the transactions contemplated hereby and thereby is the affirmative vote of the holders of at least two-thirds of the outstanding shares of Southside Common Stock entitled to vote at a meeting called for such purposethereunder. The execution, delivery and performance by the Foundation of this Agreement and each of the Foundation Documents has been duly authorized by all necessary corporate action on the part of the Foundation. This Agreement has been, and each of the Foundation Documents will be at the Closing, duly executed and delivered by the Foundation, and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and the Foundation Documents when so executed and delivered will constitute, legal, valid and binding obligations of the Foundation, enforceable against the Foundation in accordance with their respective 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). Neither the execution and delivery by the Foundation of this Agreement and the Southside and Allegiant Voting Agreements by Southside and the consummation by Southside of the transactions contemplated hereby and thereby in accordance with and subject to the terms of this Agreement and the Southside and Allegiant Voting Agreements have been duly authorized by the Board of Directors of Southside. Each of the Southside and Allegiant Voting Agreements and, subject to the approval of Southside's shareholders and subject to the receipt of such approvals of the Regulatory Authorities as may be required by statute or regulation, this Agreement, is a valid and binding obligation of Southside enforceable against Southside in accordance with its respective terms. Southside's Board of Directors has taken all actions so that none of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated hereby.
(b) Neither the execution nor delivery nor performance by Southside of this Agreement or the Southside or Allegiant Voting AgreementsFoundation Documents, nor the consummation by Southside of the transactions contemplated hereby or thereby, nor or the compliance by Southside the Foundation with any of the provisions hereof or thereof, does or will (i) violate, conflict with, or result in a the breach of, any provision of any provisions the Articles of Incorporation or By-laws of the Foundation, (ii) subject to the receipt of the consents set forth on Schedule 4.6 hereto, conflict with, violate, result in the breach or termination of, or constitute a default Default (with or an event which, with without notice or lapse of time time, or both) under any Contract, would Permit or Order relating to the or (iii) constitute a defaultviolation of any Law applicable to the Foundation.
(b) under▇▇▇▇▇ has full power and authority to execute and deliver this Agreement and each of the documents required to be executed by him in connection herewith (the "▇▇▇▇▇ Documents") and to perform fully his obligations hereunder and thereunder. This Agreement has been, and each of the ▇▇▇▇▇ Documents will at the Closing, duly executed and delivered by ▇▇▇▇▇, and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and the ▇▇▇▇▇ Documents when so executed and delivered will constitute, legal, valid and binding obligations of ▇▇▇▇▇, enforceable against ▇▇▇▇▇ in accordance with their respective 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). Neither the execution and delivery by ▇▇▇▇▇ of this Agreement and the ▇▇▇▇▇ Documents, nor the consummation of the transactions contemplated hereby or thereby, or the compliance by ▇▇▇▇▇ with any of the provisions hereof and thereof, does or will conflict with, violate, result in the breach or termination of, or accelerate the performance required byconstitute a Default (with or without notice or lapse of time, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries both) under any of the termsContract, conditions Permit, Law or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation Order applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assets▇▇▇▇▇.
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Arrowhead Holdings Corp), Securities Purchase Agreement (Bhit Inc)
Authorization. (a) Southside Each Buyer has the corporate all requisite corporate, limited liability company, or other equivalent power and authority to enter into execute and deliver this Agreement and the Southside and Allegiant Voting Agreements, Ancillary Agreements to which such Buyer is a party and to carry out its obligations under the Southside and Allegiant Voting Agreements and, subject to the approval of this Agreement, the Merger and the transactions contemplated thereby by the shareholders of Southside and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and consummate the transactions contemplated hereby and thereby is the affirmative vote of the holders of at least two-thirds of the outstanding shares of Southside Common Stock entitled to vote at a meeting called for such purposethereby. The execution, execution and delivery and performance of this Agreement and the Southside and Allegiant Voting Ancillary Agreements to which each Buyer is a party by Southside such Buyer and the consummation by Southside of the transactions contemplated hereby and thereby in accordance with (including the consummation of the transactions contemplated hereunder and subject to the terms of this Agreement and the Southside and Allegiant Voting Agreements thereunder) have been duly authorized by the Board of Directors of Southside. Each of the Southside and Allegiant Voting Agreements andall requisite corporate, subject to the approval of Southside's shareholders and subject to the receipt limited liability company, or other equivalent action of such approvals of Buyer. This Agreement has been (and the Regulatory Authorities as may be required by statute or regulation, this Agreement, Ancillary Agreements to which each Buyer is a valid party will be) duly and validly executed and delivered by each Buyer and constitutes (and each such Ancillary Agreement when so executed and delivered by such Buyer will constitute) a valid, legal and binding obligation agreement of Southside such Buyer (assuming this Agreement has been, and the Ancillary Agreements to which such Buyer is a party will be, duly authorized, executed and delivered by the other parties thereto), enforceable against Southside such Buyer in accordance with its respective terms. Southside's Board , except: (i) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws affecting the enforcement of Directors has taken all actions so creditors’ rights generally; and (ii) that none the availability of equitable remedies, including specific performance, is subject to the discretion of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or court before which any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated herebyproceeding thereof may be brought.
(b) Neither No material notices to, filings with or authorization, consent or approval of any Governmental Authority is necessary for the execution nor execution, delivery nor or performance by Southside of this Agreement by each Buyer or the Southside Ancillary Agreements to which such Buyer is a party or Allegiant Voting Agreements, nor the consummation by Southside such Buyer of the transactions contemplated hereby or thereby, nor compliance by Southside with any of the provisions hereof or thereof, will (i) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to except for compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assets.
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required filings under the BHCA, the FDI HSR Act or any required approvals of and any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreementapplicable Competition Law.
Appears in 2 contracts
Sources: Purchase Agreement (Silgan Holdings Inc), Purchase Agreement (WestRock Co)
Authorization. (a) Southside The Company has the all necessary corporate power and authority to enter into this Agreement execute and the Southside and Allegiant Voting Agreements, and to carry out its obligations under the Southside and Allegiant Voting Agreements and, subject to the approval of deliver this Agreement, the Merger and the transactions contemplated thereby by the shareholders of Southside and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Tengelmann Investment Agreement, the Merger Amended and Restated Stockholder Agreement and the Amended and Restated Tengelmann Stockholder Agreement (collectively, the “Ancillary Agreements”), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby is thereby. The Board of Directors has duly adopted resolutions at a meeting duly called and held (i) adopting, authorizing, approving and declaring this Agreement, the affirmative vote Ancillary Agreements, the classification of the holders of at least two-thirds Shares as Convertible Preferred Stock, the issuance of the outstanding Investor Shares at Closing, the reservation for issuance of the shares of Southside Common Convertible Preferred Stock entitled issued pursuant to Section 4 of the Convertible Preferred Articles Supplementary and the Underlying Securities and the other transactions contemplated hereby and by the Ancillary Agreements on the terms and subject to the conditions set forth herein and therein advisable, fair to and in the best interest of the Company, (ii) adopting the Company By-Laws Amendment and the Convertible Preferred Articles Supplementary, (iii) directing that the proposal for the Conversion Stockholder Approval be submitted to a vote at a meeting called of the stockholders of the Company and (iv) recommending that the stockholders of the Company adopt the proposal for such purposethe Conversion Stockholder Approval. No “fair price,” “moratorium,” “control share acquisition,” “business combination,” or other similar anti-takeover provision under Maryland or Federal Laws, including Section 3-702 of the Maryland General Corporation Law, apply to this Agreement, the Offering and the other transactions contemplated hereby, and pursuant to the Company By-Laws Amendment, the Company will be exempt from the application of the Maryland Control Share Acquisition Act (Section 3-701, et seq. of the Maryland General Corporation Law) following the date thereof. The execution, delivery and performance of this Agreement and the Southside and Allegiant Voting Ancillary Agreements by Southside and the consummation by Southside the Company of the transactions contemplated hereby and thereby thereby, including the issuance (or reservation for issuance), sale and delivery of the Shares and the Underlying Securities, have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company or its material subsidiaries or vote of holders of any class or series of capital stock of the Company or its material subsidiaries is necessary to authorize this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereby and thereby, including the issuance (or reservation for issuance), sale and delivery of the Shares and the Underlying Securities, other than the approval, to the extent and as required under the rules and regulations of the NYSE, of (1) the Shares, when voting together with common stock, par value $1.00 per share, of the Company (“Common Stock”), becoming entitled to cast the full number of votes on an as-converted basis and (2) the issuance of the full amount Common Stock upon the exercise of conversion rights of the Shares, in each case by the affirmative vote of holders of a majority of the votes present and entitled to vote at the stockholders’ meeting duly called, noticed and convened for such purpose, at which the total votes cast represent over 50% in interest of all Voting Stock in accordance with the NYSE rules for stockholder approval (the “Conversion Stockholder Approval”). This Agreement has been duly executed and subject to delivered by the terms of this Agreement Company and (assuming due authorization, execution and delivery by each Investor, each Existing Investor and the Southside Investors’ Representative) constitutes, and Allegiant Voting Agreements have been duly authorized each Ancillary Agreement, when executed and delivered by the Board of Directors of Southside. Each of Company (assuming due authorization, execution and delivery by the Southside and Allegiant Voting Agreements andother parties thereto), subject to the approval of Southside's shareholders and subject to the receipt of such approvals of the Regulatory Authorities as may be required by statute or regulationwill constitute, this Agreement, is a valid and binding obligation of Southside the Company, enforceable against Southside the Company in accordance with its respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law). Southside's Board of Directors has taken all actions so that none The sale and issuance of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated hereby.
(b) Neither the execution nor delivery nor performance by Southside of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside of the transactions contemplated hereby or thereby, nor compliance by Southside with any of the provisions hereof or thereof, will (i) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assets.
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amendedShares at Closing are not, and the rules and regulations thereunder (collectively, issuance of shares of Convertible Preferred Stock pursuant to Section 4 of the "Securities Act"), the Securities Exchange Act of 1934, as amended, Convertible Preferred Articles Supplementary and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws issuance of the various states Underlying Securities will not be, subject to any preemptive rights or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals rights of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreementfirst offer.
Appears in 2 contracts
Sources: Investment Agreement (Great Atlantic & Pacific Tea Co Inc), Investment Agreement (Great Atlantic & Pacific Tea Co Inc)
Authorization. (a) Southside has All requisite corporate or other action on the corporate power and authority to enter into this Agreement part of the Investor and the Southside and Allegiant Voting AgreementsSPV, when formed, and their respective members, principals, partners, directors, officers and stockholders required by applicable Law for the authorization, execution and delivery by the Investor and the SPV, when formed, of the Transaction Agreements to carry out its which they are a party and the performance of all of their obligations under the Southside Transaction Agreements to which they are a party, including the subscription for and Allegiant Voting Agreements purchase of the Securities by the Investor and the SPV, when formed, has or will have been taken as of the First Closing Date and the Second Closing Date, as applicable. This Agreement has been duly authorized, executed and delivered by the Investor and will be duly authorized, executed and delivered by the SPV, when formed, and, subject to assuming due authorization, execution and delivery thereof by the approval other parties hereto, is and will be a valid and legally binding obligation of this Agreement, the Merger Investor and the transactions contemplated thereby by SPV, when formed, enforceable against the shareholders of Southside Investor and the Regulatory AuthoritiesSPV, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreementwhen formed, the Merger and the transactions contemplated hereby and thereby is the affirmative vote of the holders of at least two-thirds of the outstanding shares of Southside Common Stock entitled to vote at a meeting called for such purpose. The execution, delivery and performance of this Agreement and the Southside and Allegiant Voting Agreements by Southside and the consummation by Southside of the transactions contemplated hereby and thereby in accordance with its terms (except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other Laws of general application relating to or affecting enforcement of creditors’ rights and subject to the terms (ii) rules of this Law governing specific performance, injunctive relief or other equitable remedies and limitations of public policy). The Investor Agreement and the Southside and Allegiant Voting Agreements have has been duly authorized by the Board of Directors of Southside. Each Investor and will be by the SPV, when formed, and, assuming due authorization, execution and delivery thereof by the other parties thereto, upon the execution and delivery of the Southside Investor Agreement by the Investor, will constitute valid and Allegiant Voting Agreements and, subject to the approval of Southside's shareholders and subject to the receipt of such approvals legally binding obligations of the Regulatory Authorities Investor and by the SPV, when formed, as the case may be required by statute or regulationbe, this Agreement, is a valid and binding obligation of Southside enforceable against Southside the Investor and the SPV, when formed, in accordance with its respective terms. Southside's Board of Directors has taken all actions so that none of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated hereby.
their terms (b) Neither the execution nor delivery nor performance except as such enforceability may be limited by Southside of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside of the transactions contemplated hereby or thereby, nor compliance by Southside with any of the provisions hereof or thereof, will (i) violateapplicable bankruptcy, conflict withinsolvency, or result in a breach of any provisions ofreorganization, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement moratorium or other instrument Laws of general application relating to or obligation to which Southside or any affecting enforcement of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or creditors’ rights and (ii) subject to compliance with the statutes rules of Law governing specific performance, injunctive relief or other equitable remedies and regulations referred to in subsection (c) limitations of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assetspublic policy).
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Securities Purchase Agreement (SK Ecoplant Co., Ltd.), Securities Purchase Agreement (Bloom Energy Corp)
Authorization. (a) Southside Each Warrantor has the all requisite corporate power to execute and authority deliver this Agreement, to enter into carry out and perform its obligations under this Agreement Agreement, to own, lease and the Southside and Allegiant Voting Agreements, operate its properties and to carry out on its obligations under business as now conducted, and as proposed to be conducted. All corporate action on the Southside part of each Group Company, and Allegiant Voting Agreements andits officers, subject to directors and shareholders necessary for the approval authorization, execution and delivery of this Agreement, the Merger Restated Articles, the Registration Rights Agreement, the Shareholders’ Agreement, the performance of all obligations of each Warrantor hereunder and thereunder and the transactions contemplated thereby by authorization, issuance and delivery of the shareholders of Southside Securities has been taken or will be taken prior to the Closing, and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger Restated Articles and the transactions contemplated hereby Related Agreements constitute valid and thereby is the affirmative vote legally binding obligations of the holders of at least two-thirds of the outstanding shares of Southside Common Stock entitled to vote at a meeting called for each Warrantor party hereto or thereto, enforceable against such purpose. The execution, delivery and performance of this Agreement and the Southside and Allegiant Voting Agreements by Southside and the consummation by Southside of the transactions contemplated hereby and thereby Warrantor in accordance with and subject to the terms of this Agreement and the Southside and Allegiant Voting Agreements have been duly authorized by the Board of Directors of Southside. Each of the Southside and Allegiant Voting Agreements and, subject to the approval of Southside's shareholders and subject to the receipt of such approvals of the Regulatory Authorities as may be required by statute or regulation, this Agreement, is a valid and binding obligation of Southside enforceable against Southside in accordance with its their respective terms. Southside's Board of Directors has taken all actions so that none of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated hereby.
(b) Neither the execution nor delivery nor performance by Southside of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside of the transactions contemplated hereby or thereby, nor compliance by Southside with any of the provisions hereof or thereof, will except (i) violateas limited by applicable bankruptcy, conflict withinsolvency, reorganization, moratorium, fraudulent conveyance, and other laws of general application affecting the rights of creditors generally, as limited by laws relating to the availability of specific performance, injunctive relief, or result in a breach of any provisions ofother equitable remedies, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or and (ii) subject to compliance with the statutes and regulations referred to extent the indemnification provisions contained in subsection (c) of this Section 2.04the Registration Rights Agreement may be limited by applicable securities laws. The Series B Shares, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assets.
(c) Other than in connection or when issued in compliance with the provisions of this Agreement, will be duly authorized, validly issued and will be fully paid and non-assessable and will have the Missouri Statuterights, preferences and privileges described in the Restated Articles. The Ordinary Shares issuable upon conversion of the Series B Shares have been duly authorized, duly and validly reserved and, when issued in compliance with the provisions of this Agreement and the Restated Articles will be duly authorized, validly issued, fully paid and non-assessable. The Securities Act will be free of 1933any liens, as amendedcharges or encumbrances other than those created by or imposed upon the holders thereof through no action of any Warrantor, and the rules and regulations thereunder (collectivelySecurities will be free of restrictions on transfer, other than the "Securities Act"), the Securities Exchange Act of 1934, as amended, restrictions on transfer under this Agreement and the rules and regulations thereunder (the "Exchange Act"), the Related Agreements or under applicable securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreementlaws.
Appears in 2 contracts
Sources: Purchase Agreement (Cgen Digital Media Co LTD), Purchase Agreement (Cgen Digital Media Co LTD)
Authorization. (a) Southside Other than the SPAC Shareholders’ Approval, SPAC has the all requisite corporate power and authority to (i) enter into into, execute and deliver this Agreement and each of the Southside and Allegiant Voting Agreementsother Transaction Documents to which it is or will be a party, and to carry out its obligations under the Southside and Allegiant Voting Agreements and, subject to the approval of this Agreement, the Merger and the transactions contemplated thereby by the shareholders of Southside and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and (ii) consummate the transactions contemplated hereby and thereby (including the Transactions) and perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents to which SPAC is a party and the consummation of the transactions contemplated hereby and thereby (including the Transactions) have been duly and validly authorized and approved by the SPAC Board and, other than the SPAC Shareholders’ Approval, no other company or corporate proceeding on the part of SPAC is necessary to authorize this Agreement and the other Transaction Documents to which SPAC is a party and to consummate the transactions contemplated hereby and thereby. This Agreement has been, and at or prior to the Closing, the other Transaction Documents to which SPAC is a party will be, duly and validly executed and delivered by SPAC, and this Agreement constitutes, and on or prior to the Closing, the other Transaction Documents to which SPAC is a party will constitute, a legal, valid and binding obligation of SPAC, enforceable against SPAC in accordance with its terms, subject to the Enforceability Exceptions.
(b) Assuming that a quorum (as determined pursuant to the SPAC Charter) is present:
(i) The approval and authorization of the First Merger and the First Plan of Merger shall require approval by a special resolution passed by the affirmative vote of the holders of SPAC Shareholders holding at least two-thirds of the outstanding shares of Southside Common Stock entitled to vote SPAC Shares which, being so entitled, are voted thereon in person or by proxy at a general meeting called for such purpose. of SPAC of which notice specifying the intention to propose the resolution as a special resolution has been duly given, pursuant to the terms and subject to the conditions of the SPAC Charter and applicable Law; and
(ii) The execution, delivery approval and performance authorization of this Agreement and the Southside Transactions as a Business Combination and Allegiant Voting Agreements the adoption and approval of a proposal for the adjournment of the SPAC Shareholders’ Meeting in each case shall require approval by Southside an ordinary resolution passed by the affirmative vote of SPAC Shareholders holding at least a majority of the outstanding SPAC Shares which, being so entitled, are voted thereon in person or by proxy at a general meeting of SPAC, pursuant to the terms and subject to the conditions of the SPAC Charter and applicable Law.
(c) The SPAC Shareholders’ Approval are the only votes of any SPAC Shares necessary in connection with execution of this Agreement and the other Transaction Documents to which SPAC is a party by SPAC and the consummation by Southside of the transactions contemplated hereby and thereby in accordance with and subject thereby.
(d) On or prior to the terms date of this Agreement, the SPAC Board has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents to which SPAC is a party contemplated hereby and the transactions contemplated hereby and thereby (including the Transactions) are advisable and fair to, and in the best interests of, SPAC and constitute a Business Combination, (ii) authorizing and approving the execution, delivery and performance by SPAC of this Agreement and the Southside and Allegiant Voting Agreements have been duly authorized by the Board of Directors of Southside. Each of the Southside and Allegiant Voting Agreements and, subject other Transaction Documents to the approval of Southside's shareholders and subject to the receipt of such approvals of the Regulatory Authorities as may be required by statute or regulation, this Agreement, which SPAC is a valid party contemplated hereby and binding obligation of Southside enforceable against Southside in accordance with its respective terms. Southside's Board of Directors has taken all actions so that none of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated hereby.
(b) Neither the execution nor delivery nor performance by Southside of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside of the transactions contemplated hereby or therebyand thereby (including the Transactions) (iii) making the SPAC Board Recommendation, nor compliance by Southside with any of the provisions hereof or thereof, will and (iiv) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of directing that this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assets.
(c) Other than in connection or in compliance with the provisions of the Missouri StatuteAgreement, the Securities Act of 1933, as amended, Transaction Documents and the rules Transactions be submitted to the SPAC Shareholders for adoption at an extraordinary general meeting called for such purpose pursuant to the terms and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act conditions of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (COVA Acquisition Corp.)
Authorization. (a) Southside The Company has the all requisite corporate power and authority to enter into this Agreement and the Southside and Allegiant Voting Agreements, and to carry out its obligations under the Southside and Allegiant Voting Agreements and, subject to the any necessary approval of this Agreement, the Merger and the transactions contemplated thereby Agreement by the shareholders stockholders of Southside and the Regulatory AuthoritiesCompany as provided below in this Section 2.4(a), to carry out its obligations under this Agreement and to consummate the transactions contemplated by this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and the transactions contemplated hereby and thereby is the affirmative vote in favor of the adoption of this Agreement by the holders of at least two-thirds (i) 75% of the outstanding shares of Southside Company Common Stock, and (ii) at least a majority of all outstanding shares of Company Common Stock entitled not held by SoftBank, Sprint and their respective Affiliates are the only votes or approvals of any class of capital stock of the Company necessary to vote at a meeting called for such purpose. The execution, delivery and performance of adopt this Agreement and (collectively, the Southside and Allegiant Voting Agreements by Southside and the consummation by Southside of the transactions contemplated hereby and thereby in accordance with and subject to the terms of this Agreement and the Southside and Allegiant Voting Agreements have been duly authorized by the Board of Directors of Southside. Each of the Southside and Allegiant Voting Agreements and, subject to the approval of Southside's shareholders and subject to the receipt of such approvals of the Regulatory Authorities as may be required by statute or regulation, this Agreement, is a valid and binding obligation of Southside enforceable against Southside in accordance with its respective terms. Southside's Board of Directors has taken all actions so that none of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated hereby“Required Company Stockholder Vote”).
(b) Neither the The execution nor and delivery nor performance by Southside of this Agreement or by the Southside or Allegiant Voting Agreements, nor Company and the consummation by Southside of the transactions contemplated hereby or thereby, nor compliance by Southside with any of the provisions hereof or thereof, will (i) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assets.
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside Company of the transactions contemplated by this Agreement have been duly authorized by all requisite corporate action on the part of the Company (other than obtaining the Required Company Stockholder Vote and filing of the Certificate of Merger with the Secretary of State of the State of Delaware as required by the DGCL). Upon the unanimous recommendation of the Special Committee, the Board of Directors of the Company has in accordance with the requirements of the DGCL unanimously approved and declared advisable this Agreement and has determined that the terms of the Merger are fair to, and in the best interests of, the Company and the Public Stockholders. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement have been duly authorized by all requisite corporate action on the part of the Company required under the Company Equityholders’ Agreement, including (upon unanimous recommendation of the Special Committee) the review and recommendation by a majority of the directors of the Company on the Company’s audit committee to the Board of Directors of the Company and the approval by (i) a majority of the disinterested directors of the Company, (ii) a majority of the directors of the Company (excluding any directors designated by the Sprint Parties or their Affiliates pursuant to the Company Equityholders’ Agreement), and (iii) a majority of the directors of the Company with related party directors abstaining.
(c) This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by each Sprint Party, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally or by general equitable principles (the “Bankruptcy Exceptions”).
Appears in 2 contracts
Sources: Merger Agreement (Sprint Nextel Corp), Merger Agreement (Clearwire Corp /DE)
Authorization. (a) Southside The Company has the all requisite corporate power and authority to enter into execute and deliver this Agreement and the Southside and Allegiant Voting Agreements, and to carry out its obligations under the Southside and Allegiant Voting Agreements and, subject in the case of the Merger to obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated hereby and to perform its obligations hereunder. Assuming that the representations of Parent and Merger Sub set forth in Section 4.6 are accurate, the execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (including the Merger) have been duly authorized by all necessary corporate action on the part of the Company and no additional corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (including the Merger), other than in the case of the Merger obtaining the Requisite Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Applicable Law affecting or relating to creditors’ rights generally and (ii) is subject to general principles of equity.
(b) At a meeting duly called and held prior to the approval execution of this Agreement, the Merger Company Board unanimously (i) determined that this Agreement and the transactions contemplated thereby by hereby, including the shareholders of Southside Merger, are advisable, (ii) determined that this Agreement and the Regulatory Authoritiestransactions contemplated hereby, including the Merger, are fair to carry out and in the best interests of the Company and its obligations under stockholders, (iii) approved this Agreement. The only shareholder Agreement and the transactions contemplated hereby, including the Merger, and the Voting Agreements, (iv) took all actions necessary so that the restrictions on business combinations and stockholder vote required for Southside requirements contained in Section 203 of the DGCL will not apply with respect to approve or as a result of the Merger, this Agreement, the Merger Voting Agreements and the transactions contemplated hereby and thereby is thereby, (v) directed that the adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Company Stockholder Meeting and (vi) resolved to recommend that the holders of shares of Company Common Stock adopt this Agreement in accordance with the applicable provisions of Delaware Law.
(c) Assuming that the representations of Parent and Merger Sub set forth in Section 4.6 are accurate, the affirmative vote of the holders of at least two-thirds a majority of the outstanding shares of Southside Company Common Stock entitled voting to vote at a meeting called for such purpose. The execution, delivery and performance of adopt this Agreement (the “Requisite Stockholder Approval”) is the only vote of the holders of any class or series of Company Capital Stock necessary (under Applicable Law or otherwise) to consummate the Merger and the Southside and Allegiant Voting Agreements by Southside and the consummation by Southside of the transactions contemplated hereby and thereby in accordance with and subject to the terms of this Agreement and the Southside and Allegiant Voting Agreements have been duly authorized by the Board of Directors of Southside. Each of the Southside and Allegiant Voting Agreements and, subject to the approval of Southside's shareholders and subject to the receipt of such approvals of the Regulatory Authorities as may be required by statute or regulation, this Agreement, is a valid and binding obligation of Southside enforceable against Southside in accordance with its respective terms. Southside's Board of Directors has taken all actions so that none of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated hereby.
(b) Neither the execution nor delivery nor performance by Southside of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside of the transactions contemplated hereby or thereby, nor compliance by Southside with any of the provisions hereof or thereof, will (i) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assets.
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Microchip Technology Inc), Merger Agreement (Standard Microsystems Corp)
Authorization. (a) Southside The Company has the all requisite corporate power and authority to enter into this Agreement execute and deliver the Southside Transaction Documents, to perform its obligations hereunder and Allegiant Voting Agreements, thereunder and to carry out its obligations under the Southside and Allegiant Voting Agreements and, subject to the approval of this Agreement, the Merger and the transactions contemplated thereby by the shareholders of Southside and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and consummate the transactions contemplated hereby and thereby is the affirmative vote of the holders of at least two-thirds of the outstanding shares of Southside Common Stock entitled to vote at a meeting called for such purposethereby. The execution, delivery and performance of this Agreement and the Southside and Allegiant Voting Agreements by Southside Transaction Documents and the consummation by Southside the Company of the transactions contemplated hereby and thereby in accordance (including the transactions contemplated by the Voting Agreement and the New Governance Agreement) have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of the Transaction Documents or the consummation of the transactions contemplated hereby and thereby (including the transactions contemplated by the Voting Agreement and the New Governance Agreement), other than, with and subject respect to the terms Merger, the adoption of this Agreement and by the Southside and Allegiant Voting Agreements have holders of at least a majority of the aggregate voting power of the outstanding shares of Company Common Stock, voting together as a single class (the “Company Stockholder Approval”). This Agreement has been duly authorized and validly executed and delivered by the Board of Directors of Southside. Each of the Southside and Allegiant Voting Agreements Company and, subject to assuming the approval of Southside's shareholders due execution and subject to delivery by Parent, Merger Sub and Merger LLC, constitutes the receipt of such approvals of the Regulatory Authorities as may be required by statute or regulation, this Agreement, is a valid and binding obligation of Southside the Company, enforceable against Southside the Company in accordance with its respective terms. Southside's Board , subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, rehabilitation, liquidation, preferential transfer, moratorium and similar Laws now or hereafter affecting creditors’ rights generally and subject, as to enforceability, to general principles of Directors has taken all actions so that none equity (regardless of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes whether enforcement is sought in a proceeding at equity or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated hereby).
(b) Neither The Transaction Committee has unanimously (i) determined that the execution nor delivery nor performance by Southside of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside of Transaction Documents and the transactions contemplated hereby or therebyand thereby (including the transactions contemplated by the Voting Agreement and the New Governance Agreement) are advisable and fair to, nor compliance by Southside with any of and in the provisions hereof or thereof, will (i) violate, conflict with, or result in a breach of any provisions best interests of, or constitute a default (or an event whichthe Company and the Company Stockholders, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject approved and declared advisable the Transaction Documents and the transactions contemplated hereby and thereby (including the transactions contemplated by the Voting Agreement and the New Governance Agreement), (iii) resolved to compliance with recommend that the statutes Company Board approve and regulations referred declare advisable the Transaction Documents and the transactions contemplated hereby and thereby (including the transactions contemplated by the Voting Agreement and the New Governance Agreement) and submit this Agreement to in subsection the Company Stockholders for adoption and (civ) approved the Transaction Documents and the Voting Agreement, and the transactions contemplated hereby and thereby (including the transactions contemplated by the New Governance Agreement), for purposes of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any 203 of the Southside Subsidiaries or any of their respective properties or assetsDGCL.
(c) Other than in connection or in compliance with The Company Board, based on the provisions unanimous recommendation of the Missouri StatuteTransaction Committee, has unanimously (i) determined that the Securities Act of 1933, as amended, Transaction Documents and the rules transactions contemplated hereby and regulations thereunder thereby (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of including the transactions contemplated by the Voting Agreement and the New Governance Agreement) are advisable and fair to, and in the best interests of, the Company and the Company Stockholders, (ii) approved and declared advisable the Transaction Documents and the transactions contemplated hereby and thereby (including the transactions contemplated by the Voting Agreement and the New Governance Agreement), (iii) directed that this Agreement be submitted to the Company Stockholders for adoption, (iv) resolved to recommend that the Company Stockholders approve the adoption of this Agreement and (v) approved the Transaction Documents and the Voting Agreement, and the transactions contemplated hereby and thereby (including the transactions contemplated by the New Governance Agreement), for purposes of Section 203 of the DGCL.
(d) The Company Stockholder Approval is the only vote of the holders of any class or series of Company Capital Stock necessary to adopt the Transaction Documents and to consummate the transactions contemplated hereby and thereby (including the transactions contemplated by the Voting Agreement and the New Governance Agreement) under applicable Law or under the Company Charter or Company Bylaws.
Appears in 2 contracts
Sources: Merger Agreement (Liberty Expedia Holdings, Inc.), Merger Agreement (Expedia Group, Inc.)
Authorization. (a) Southside The Company has the all requisite corporate power and authority to enter into execute and deliver this Agreement and the Southside Additional Agreements to which it is a party, to perform its obligations hereunder and Allegiant Voting Agreementsthereunder, and to carry out its obligations under the Southside and Allegiant Voting Agreements and, subject to the approval of this Agreement, the Merger and the transactions contemplated thereby by the shareholders of Southside and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and consummate the transactions contemplated hereby and thereby is subject, in the affirmative vote case of the holders of at least two-thirds Merger, to receipt of the outstanding shares of Southside Common Stock entitled to vote at a meeting called for such purposeCompany Stockholder Approval. The execution, execution and delivery and performance by the Company of this Agreement and the Southside and Allegiant Voting Additional Agreements by Southside to which it is a party and the consummation by Southside the Company of the transactions contemplated hereby and thereby in accordance with and subject to the terms of this Agreement and the Southside and Allegiant Voting Agreements have been duly authorized by all necessary corporate action on the part of the Company. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Company Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which the Company is a party have been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto, this Agreement and the Additional Agreements to which the Company is a party constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”).
(b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the Board of Directors of Southside. Each the Company, the Board of Directors of the Southside Company has: (i) approved the execution, delivery and Allegiant Voting Agreements and, subject to performance by the approval Company of Southside's shareholders and subject to the receipt of such approvals of the Regulatory Authorities as may be required by statute or regulation, this Agreement, the Additional Agreements to which it is a valid party and binding obligation of Southside enforceable against Southside in accordance with its respective terms. Southside's Board of Directors has taken all actions so that none of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated hereby.
(b) Neither the execution nor delivery nor performance by Southside of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside of the transactions contemplated hereby or and thereby, nor compliance by Southside including the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Agreements to which it is a party, and the transactions contemplated hereby and thereby, are in the best interests of the Company and the Company Stockholders; (iii) adopted this Agreement; and (iv) directed that the approval of this Agreement be submitted to the Company Stockholders and recommended the Agreement to the Stockholders and that the Company Stockholders approve this Agreement. The affirmative vote or written consent of Persons holding a majority of the voting power of the shares of Company Capital Stock (with holders of shares of Company Preferred Stock voting on an as-converted to Company Common Stock basis) entitled to vote thereon to approve this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any of the provisions hereof holders of Company Capital Stock or thereof, will (i) violate, conflict with, any other class or result in a breach series of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any capital stock of the properties or assets of Southside or any of Company that is necessary in order for the Southside Subsidiaries under any of Company to consummate the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assets.
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, Merger and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreementhereby.
Appears in 2 contracts
Sources: Merger Agreement (NaturalShrimp Inc), Merger Agreement (Yotta Acquisition Corp)
Authorization. (a) Southside CME Holdings has the all requisite corporate power and authority to enter into execute and deliver this Agreement and the Southside and Allegiant Voting AgreementsAgreement, and to carry out perform its obligations under the Southside and Allegiant Voting Agreements hereunder and, subject to the receipt of approval of this Agreement, the Merger and the transactions contemplated thereby by the shareholders of Southside and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and the transactions contemplated hereby and thereby is the affirmative vote of the holders of at least two-thirds a majority of the outstanding shares of Southside CME Holdings Common Stock entitled to vote at a meeting called for such purposein accordance with the DGCL (the “CME Holdings Stockholder Approval”), to consummate the Merger and the other transactions contemplated hereby. The execution, delivery and performance of this Agreement and the Southside and Allegiant Voting Agreements by Southside consummation of the Merger and the consummation other transactions contemplated hereby have been duly and validly authorized by Southside all necessary corporate actions, and no other corporate proceedings on the part of CME Holdings are necessary for CME Holdings to authorize this Agreement or to consummate the transactions contemplated hereby and thereby in accordance with and subject to the terms of this hereby. This Agreement and the Southside and Allegiant Voting Agreements have has been duly authorized and validly executed and delivered by the Board of Directors of Southside. Each of the Southside and Allegiant Voting Agreements CME Holdings and, subject to the approval assuming due authorization, execution and delivery by each of Southside's shareholders CBOT Holdings and subject to the receipt of such approvals of the Regulatory Authorities as may be required by statute or regulation, this AgreementCBOT, is a legal, valid and binding obligation of Southside CME Holdings, enforceable against Southside CME Holdings in accordance with its respective terms. Southside's , subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
(b) The Board of Directors has taken all actions so of CME Holdings, at a meeting duly called and held, duly and unanimously adopted resolutions (i) determining that none the terms of the RightsMerger and the other transactions contemplated by this Agreement are advisable, Article Twelve fair to and in the best interests of Southside's Articles of IncorporationCME Holdings and its stockholders, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure(ii) approving this Agreement, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or and the other transactions contemplated by this Agreement or and (iii) recommending that CME Holdings’ stockholders adopt this Agreement and approve the transactions contemplated hereby.
(bc) Neither The affirmative vote of the execution nor delivery nor performance by Southside holders of a majority of the outstanding CME Holdings Class A Common Stock at the CME Holdings Stockholders Meeting or any adjournment or postponement thereof to adopt this Agreement is the only vote of the holders of any class or the Southside or Allegiant Voting Agreements, nor the consummation by Southside series of Securities of CME Holdings necessary to adopt this Agreement and approve the transactions contemplated hereby or thereby, nor compliance by Southside with any of the provisions hereof or thereof, will (i) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assetshereby.
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Chicago Mercantile Exchange Holdings Inc), Merger Agreement (Cbot Holdings Inc)
Authorization. (a) Southside has The execution, delivery and performance by the corporate power and authority to enter into Company of this Agreement and the Southside and Allegiant Voting Agreements, and Additional Agreements to carry out its obligations under which the Southside and Allegiant Voting Agreements and, subject to the approval of this Agreement, the Merger Company is or will be a party and the transactions contemplated thereby consummation by the shareholders Company of Southside and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and the transactions contemplated hereby and thereby are within the corporate powers of the Company and have been duly authorized by all necessary action on the part of the Company. This Agreement constitutes, and, upon the execution and delivery thereof, each Additional Agreement to which the Company is or will be a party will constitute, a valid and legally binding agreement of the affirmative Company, enforceable against the Company in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity (the “Enforceability Exceptions”).
(b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the holders Board of at least two-thirds Directors of the outstanding shares Company, the Board of Southside Common Stock entitled to vote at a meeting called for such purpose. The executionDirectors of the Company has (i) approved this Agreement, delivery the Additional Agreements and performance of this Agreement and the Southside and Allegiant Voting Agreements by Southside and the consummation by Southside of the transactions contemplated hereby and thereby in accordance with the provisions of the DGCL and the Company Certificate of Incorporation; (ii) determined that this Agreement, the Additional Agreements and the transactions contemplated hereby and thereby, upon the terms and subject to the terms conditions set forth herein, are advisable and fair to and in the best interests of the Company and the Company Stockholders; (iii) directed that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement. The affirmative votes or written consents of (a) Persons holding more than fifty percent (50%) (on an as-converted basis) of the voting power of the Company Stockholders; (b) Persons holding more than fifty percent (50%) of outstanding shares of Company Preferred Stock, voting as a separate class; and (c) Persons holding more than fifty percent (50%) of outstanding shares of Company Series B Preferred Stock, voting as a separate class, in each case, who deliver written consents or are present in person or by proxy at such meeting and voting thereon are required to, and shall be sufficient to, approve this Agreement and the Southside and Allegiant Voting Agreements have been duly authorized by transactions contemplated hereby (the Board “Company Stockholder Approval”). The Company Stockholder Approval is the only vote or consent of Directors of Southside. Each any of the Southside and Allegiant Voting Agreements and, subject to the approval holders of Southside's shareholders and subject to the receipt of such approvals any of the Regulatory Authorities as may be required by statute or regulation, Company Capital Stock necessary to adopt this Agreement, is a valid Agreement and binding obligation of Southside enforceable against Southside in accordance with its respective terms. Southside's Board of Directors has taken all actions so that none approve the Merger and the consummation of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated hereby.
(b) Neither the execution nor delivery nor performance by Southside of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside of the transactions contemplated hereby or thereby, nor compliance by Southside with any of the provisions hereof or thereof, will (i) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assets.
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Gemini Therapeutics, Inc. /DE), Merger Agreement (FS Development Corp.)
Authorization. (a) Southside Each of AICI, AIC, AGIC and AMAG has the requisite corporate power and authority to enter into execute, deliver and perform its obligations under this Agreement or under each of the Ancillary Agreements to be executed by it, as the case may be. The execution and delivery by each of AICI, AIC, AGIC and AMAG of this Agreement and of the Southside Ancillary Agreements executed and Allegiant Voting Agreementsto be executed by it, and to carry out the performance by each of AICI, AIC, AGIC and AMAG of its obligations under hereunder and thereunder, have been duly authorized by all necessary corporate action on the Southside part of each of AICI, AIC, AGIC and Allegiant Voting AMAG and its shareholders. This Agreement and each of the Ancillary Agreements executed on the date of this Agreement has been duly executed and delivered by AICI on behalf of itself and each of AIC, AGIC and AMAG and, subject to the approval of this Agreement, the Merger due execution and the transactions contemplated thereby delivery hereof by the shareholders of Southside and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and the transactions contemplated hereby and thereby is the affirmative vote of the holders of at least two-thirds of the outstanding shares of Southside Common Stock entitled to vote at a meeting called for such purpose. The execution, delivery and performance of this Agreement and the Southside and Allegiant Voting Agreements by Southside and the consummation by Southside of the transactions contemplated hereby and thereby in accordance with and subject to the terms of this Agreement and the Southside and Allegiant Voting Agreements have been duly authorized by the Board of Directors of Southside. Each of the Southside and Allegiant Voting Agreements and, subject to the approval of Southside's shareholders and subject to the receipt of such approvals of the Regulatory Authorities as may be required by statute or regulation, this AgreementSellers, is a valid and binding obligation of Southside each of AICI, AIC, AGIC and AMAG, enforceable against Southside each of AICI, AIC, AGIC and AMAG in accordance with its respective terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditors rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). Southside's Board of Directors has taken all actions so that none As of the RightsClosing Date, Article Twelve each Ancillary Agreement executed and delivered by each of Southside's Articles AICI, AIC, AGIC and AMAG will have been duly executed and delivered by each of IncorporationAICI, Sections 351.407 AIC, AGIC and 351.459 of the Missouri Statutes or any other Missouri antitakeover measureAMAG and, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply subject to the Merger due execution and delivery of such agreements by Sellers, each Ancillary Agreement executed by each of AICI, AIC, AGIC and AMAG is a valid and binding obligation of them, enforceable against them in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws relating to or this Agreement or the transactions contemplated hereby.
affecting creditors' rights generally and by general equitable principles (b) Neither the execution nor delivery nor performance by Southside regardless of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside of the transactions contemplated hereby or thereby, nor compliance by Southside with any of the provisions hereof or thereof, will (i) violate, conflict with, or result whether such enforceability is considered in a breach of any provisions of, proceeding in equity or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assetsat law).
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Goran Capital Inc), Asset Purchase Agreement (Symons International Group Inc)
Authorization. (a) Southside Glenayre has the all necessary corporate power and authority to enter into execute and deliver this Agreement and the Southside Stockholders' Agreement (the "Glenayre Additional Agreement") and Allegiant Voting Agreementsto perform its obligations hereunder and thereunder and to consummate the Transactions. The execution and delivery of this Agreement and the Glenayre Additional Agreement by Glenayre and the consummation by it of the Transactions have been duly and validly authorized by all necessary corporate action on the part of Glenayre. This Agreement has been duly and validly executed and delivered by Glenayre and as of the Closing it will have duly executed and delivered the Glenayre Additional Agreement and, assuming the due authorization, execution and delivery of this Agreement and the Glenayre Additional Agreement by Purchaser, this Agreement constitutes, and the Glenayre Additional Agreement when executed will constitute, a legal, valid and binding obligation of Glenayre enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors' rights generally and by such principles of equity as may affect the availability of equitable remedies.
(b) GTI has all necessary corporate power and authority to carry out execute and deliver this Agreement and the Stockholders' Agreement and the Transition Services Agreement (the "GTI Additional Agreements") and to perform its obligations under hereunder and thereunder and to consummate the Southside and Allegiant Voting Agreements and, subject to the approval of this Agreement, the Merger and the transactions contemplated thereby by the shareholders of Southside and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and the transactions contemplated hereby and thereby is the affirmative vote of the holders of at least two-thirds of the outstanding shares of Southside Common Stock entitled to vote at a meeting called for such purposeTransactions. The execution, delivery and performance of this Agreement and the Southside and Allegiant Voting GTI Additional Agreements by Southside GTI and the consummation by Southside it of the transactions contemplated hereby Transactions have been duly and thereby in accordance with validly authorized by all necessary corporate action on the part of GTI. This Agreement has been duly and subject to validly executed and delivered by GTI and as of the terms Closing it will have executed and delivered and the GTI Additional Agreements and, assuming the due authorization, execution and delivery of this Agreement and the Southside and Allegiant Voting GTI Additional Agreements have been duly authorized by the Board of Directors of Southside. Each of the Southside and Allegiant Voting Agreements and, subject to the approval of Southside's shareholders and subject to the receipt of such approvals of the Regulatory Authorities as may be required by statute or regulationPurchaser, this AgreementAgreement constitutes, is and the GTI Additional Agreements when executed will constitute, a legal, valid and binding obligation of Southside GTI enforceable against Southside it in accordance with its respective terms. Southside's Board of Directors has taken all actions so that none of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated hereby.
(b) Neither the execution nor delivery nor performance by Southside of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside of the transactions contemplated hereby or thereby, nor compliance by Southside with any of the provisions hereof or thereof, will (i) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it except as such enforceability may be boundlimited by applicable bankruptcy, reorganization, insolvency, moratorium or to which Southside or any similar Laws affecting creditors' rights generally and by such principles of equity as may affect the Southside Subsidiaries or any availability of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assetsequitable remedies.
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Acquisition Agreement (Western Multiplex Corp), Acquisition Agreement (Glenayre Technologies Inc)
Authorization. Seller has, and with respect to this Agreement and the Ancillary Agreements, its applicable Subsidiaries (aother than the Company and the Company Subsidiaries) Southside has the corporate have, all requisite power and authority to enter into this Agreement and consummate the Southside and Allegiant Voting Agreementstransactions contemplated by, and to carry out its respective obligations under the Southside and Allegiant Voting Agreements andunder, subject to the approval of this Agreement, the Merger Agreement and the transactions contemplated thereby by the shareholders of Southside and the Regulatory AuthoritiesAncillary -24- Agreements, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and the transactions contemplated hereby and thereby is the affirmative vote of the holders of at least two-thirds of the outstanding shares of Southside Common Stock entitled to vote at a meeting called for such purposeas applicable. The execution, delivery and performance by Seller of this Agreement and by its applicable Subsidiaries (other than the Company and the Company Subsidiaries) of this Agreement and the Southside and Allegiant Voting Ancillary Agreements by Southside and the consummation by Southside of the transactions contemplated hereby and thereby in accordance with and subject has been (or will be prior to the terms of this Agreement execution and the Southside and Allegiant Voting Agreements have been delivery thereof) duly authorized by all requisite action on the Board part of Directors of SouthsideSeller and such Subsidiaries, as applicable. Each of the Southside This Agreement has been duly and Allegiant Voting Agreements and, subject to the approval of Southside's shareholders validly executed and subject to the receipt of such approvals of the Regulatory Authorities as may be required delivered by statute or regulation, this Agreement, is a Seller and constitutes its valid and binding obligation of Southside obligation, enforceable against Southside Seller in accordance with its respective terms. Southside's Board , and this Agreement has been duly and validly executed and delivered and the Ancillary Agreements, when executed and delivered, will be duly and validly executed and delivered by Seller’s applicable Subsidiaries (other than the Company and the Company Subsidiaries) and this Agreement constitutes and the Ancillary Agreements will constitute their valid and binding obligations, enforceable against such Subsidiaries in accordance with their terms, subject in each case to the effect of Directors has taken all actions so that none of the Rightsany applicable Laws relating to bankruptcy, Article Twelve of Southside's Articles of Incorporationreorganization, Sections 351.407 and 351.459 of the Missouri Statutes insolvency, moratorium, fraudulent conveyance or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri lawpreferential transfers, or otherwise will apply similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the Merger or this Agreement or the transactions contemplated hereby.
effect of general principles of equity (b) Neither the execution nor delivery nor performance by Southside regardless of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside of the transactions contemplated hereby or thereby, nor compliance by Southside with any of the provisions hereof or thereof, will (i) violate, conflict with, or result whether such enforceability is considered in a breach of any provisions of, proceeding in equity or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assetsat law).
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Stock Purchase Agreement, Stock Purchase Agreement (CVS Caremark Corp)
Authorization. (a) Southside The Company has the all requisite corporate power and authority to enter into execute and deliver this Agreement and the Southside and Allegiant Voting Agreements, Ancillary Agreements to which it is a party and to carry out its obligations under the Southside and Allegiant Voting Agreements and, subject to the approval of this Agreement, the Merger and the transactions contemplated thereby by the shareholders of Southside and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and consummate the transactions contemplated hereby and thereby is thereby, in the affirmative vote case of the holders of at least two-thirds Merger, subject to receipt of the outstanding shares of Southside Common Stock entitled to vote at a meeting called for such purposeCompany Stockholder Approval. The execution, execution and delivery and performance by the Company of this Agreement and the Southside and Allegiant Voting Ancillary Agreements by Southside to which it is a party and the consummation by Southside the Company of the transactions contemplated hereby and thereby in accordance with and subject to the terms of this Agreement and the Southside and Allegiant Voting Agreements have been duly authorized by all necessary corporate action on the part of the Company. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Company Stockholder Approval) or the Ancillary Agreements. This Agreement and the Ancillary Agreements to which the Company is a party have been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto, this Agreement and the Ancillary Agreements to which the Company is a party constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”).
(b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the Board of Directors of Southside. Each the Company, the Board of Directors of the Southside Company has (i) approved the execution, delivery and Allegiant Voting Agreements and, subject to performance by the approval Company of Southside's shareholders and subject to the receipt of such approvals of the Regulatory Authorities as may be required by statute or regulation, this Agreement, the Ancillary Agreements to which it is a valid party and binding obligation of Southside enforceable against Southside in accordance with its respective terms. Southside's Board of Directors has taken all actions so that none of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated hereby.
(b) Neither the execution nor delivery nor performance by Southside of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside of the transactions contemplated hereby or and thereby, nor compliance including the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Ancillary Agreements to which it is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and fair to and in the best interests of the Company and the Company Stockholders; (iii) directed that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement (the “Company Board Recommendation”). The affirmative vote or written consent of Persons holding more than fifty percent (50%) (on an as-converted basis) of the voting power of the Company Stockholders who deliver written consents or are present in person or by Southside with proxy at such meeting and voting thereon are required to, and shall be sufficient to, approve this Agreement and the transactions (including, for the avoidance of doubt, the Company’s de-listing from Euronext) contemplated hereby (the “Company Stockholder Approval”). The Company Stockholder Approval is the only vote or consent of any of the provisions hereof or thereof, will (i) violate, conflict with, or result in a breach holders of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in Company Capital Stock necessary to adopt this Agreement and approve the termination of, or accelerate Merger and the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any consummation of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assets.
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreementhereby.
Appears in 2 contracts
Sources: Merger Agreement (Aerkomm Inc.), Merger Agreement (IX Acquisition Corp.)
Authorization. (a) Southside has The execution, delivery and performance by the corporate power and authority to enter into Company of this Agreement and the Southside and Allegiant Voting Agreements, and to carry out its obligations under the Southside and Allegiant Voting Agreements and, subject to the approval of this Agreement, the Merger and the transactions contemplated thereby consummation by the shareholders Company of Southside and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and the transactions contemplated hereby and thereby are within the Company’s corporate powers and, except for the required approval of the Company’s stockholders in connection with the consummation of the Merger, have been duly authorized by all necessary corporate action on the part of the Company. Assuming the Parent Class B Approval is obtained in accordance with Section 7.03, the affirmative vote of the holders of at least two-thirds (i) a majority of the outstanding shares of Southside Common Company Stock entitled to vote at and Company Class B Stock, voting together as a meeting called for such purposesingle class, and (ii) a majority of the votes cast by the holders of the Company Stock voting separately as a class, are the only votes of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger (together, the “Company Stockholder Approval”). The executionAssuming the due authorization, execution and delivery and performance of this Agreement by Parent and Merger Subsidiary, this Agreement constitutes a valid and binding agreement of the Southside Company enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and Allegiant Voting Agreements by Southside other laws affecting creditors’ rights generally and general principles of equity).
(b) At meetings duly called and held, (i) the consummation by Southside Special Committee has recommended to the Company’s Board of Directors that it accept the transactions contemplated hereby as being advisable and in the best interests of the Company and its stockholders, (ii) the Company’s Audit and Affiliated Transactions Committee reviewed and approved the transactions contemplated hereby and thereby in accordance with and subject to (iii) the terms Company’s Board of Directors has (x) determined that this Agreement and the Southside and Allegiant Voting Agreements have been duly authorized by transactions contemplated hereby are in the Board of Directors of Southside. Each best interests of the Southside Company and Allegiant Voting Agreements andits stockholders, subject to the approval of Southside's shareholders (y) approved and subject to the receipt of such approvals of the Regulatory Authorities as may be required by statute or regulation, this Agreement, is a valid and binding obligation of Southside enforceable against Southside in accordance with its respective terms. Southside's Board of Directors has taken all actions so that none of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or deemed advisable this Agreement or the transactions contemplated hereby.
(b) Neither the execution nor delivery nor performance by Southside of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside of and the transactions contemplated hereby or therebyand (z) resolved, nor compliance by Southside with any of the provisions hereof or thereof, will (i) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes Section 6.03(b), to recommend approval and regulations referred to in subsection (c) adoption of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of Agreement by its stockholders (all such actions by the Southside Subsidiaries or any of their respective properties or assets.
(c) Other than in connection or in compliance with the provisions of the Missouri StatuteSpecial Committee, the Securities Act of 1933, as amended, Company’s Audit and Affiliated Transactions Committee and the rules and regulations thereunder (collectivelyCompany’s Board of Directors, the "Securities Act"“Company Board Recommendation”), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Pepsi Bottling Group Inc), Merger Agreement (Pepsico Inc)
Authorization. (a) Southside Each of Parent, Merger Sub and Merger LLC has the all requisite corporate power and authority to enter into this execute and deliver the Transaction Documents to which it is a party, the New Governance Agreement and the Southside Voting Agreement, to perform its obligations hereunder and Allegiant Voting Agreementsthereunder, and to carry out its obligations under the Southside and Allegiant Voting Agreements and, subject to the approval of this Agreement, the Merger and the transactions contemplated thereby by the shareholders of Southside and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and consummate the transactions contemplated hereby and thereby is the affirmative vote of the holders of at least two-thirds of the outstanding shares of Southside Common Stock entitled to vote at a meeting called for such purposethereby. The execution, delivery and performance of this the Transaction Documents to which any of Parent, Merger Sub and Merger LLC is a party, the New Governance Agreement and the Southside and Allegiant Voting Agreements by Southside Agreement and the consummation by Southside Parent, Merger Sub and Merger LLC of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate or other action on the part of Parent, Merger Sub and Merger LLC, and no other proceedings on the part of Parent, Merger Sub and Merger LLC are necessary to authorize the execution and delivery of the Transaction Documents, the New Governance Agreement, the Voting Agreement or the consummation of the transactions contemplated hereby and thereby, other than the approval of the adoption of this Agreement by the sole stockholder of Merger Sub. Merger LLC has taken or will take all action as is necessary or advisable to authorize the Upstream Merger in accordance with Merger LLC’s governing documents and subject Section 267 of the DGCL and Section 18-209(i) of the LLC Act, and such authorization is and shall be the only limited liability company authorization of Merger LLC necessary to authorize the terms of this Upstream Merger. This Agreement and the Southside and Allegiant Voting Agreements have has been duly authorized and validly executed and delivered by Parent, Merger Sub and Merger LLC and, assuming the due execution and delivery by the Board of Directors of Southside. Each of Company, constitutes the Southside and Allegiant Voting Agreements and, subject to the approval of Southside's shareholders and subject to the receipt of such approvals of the Regulatory Authorities as may be required by statute or regulation, this Agreement, is a valid and binding obligation of Southside Parent, Merger Sub and Merger LLC, enforceable against Southside Parent, Merger Sub and Merger LLC in accordance with its respective terms. Southside's Board , subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, rehabilitation, liquidation, preferential transfer, moratorium and similar Laws now or hereafter affecting creditors’ rights generally and subject, as to enforceability, to general principles of Directors has taken all actions so that none equity (regardless of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes whether enforcement is sought in a proceeding at equity or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated hereby).
(b) Neither The Special Committee has unanimously (i) determined that the execution nor delivery nor performance by Southside of this Agreement or Transaction Documents, the Southside or Allegiant New Governance Agreement, and the Voting AgreementsAgreement, nor the consummation by Southside of and the transactions contemplated hereby or and thereby, nor compliance by Southside with any of are advisable and fair to, and in the provisions hereof or thereof, will (i) violate, conflict with, or result in a breach of any provisions best interests of, or constitute a default Parent and the Parent Stockholders (or an event whichother than ▇▇▇▇▇▇, with notice or lapse the Company, and each of time or both, would constitute a defaulttheir respective Affiliates) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or and (ii) subject resolved to compliance with recommend that the statutes Parent Board approve and regulations referred to in subsection declare advisable the Transaction Documents, the New Governance Agreement, and the Voting Agreement, and the transactions contemplated hereby and thereby (c) including for purposes of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any 203 of the Southside Subsidiaries or any of their respective properties or assetsDGCL).
(c) Other than in connection or in compliance with The Parent Board, upon the provisions unanimous recommendation of the Missouri StatuteSpecial Committee, has (i) determined that the Transaction Documents, the Securities Act of 1933, as amendedNew Governance Agreement, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amendedVoting Agreement, and the rules transactions contemplated hereby and regulations thereunder thereby, are advisable and fair to, and in the best interests of, Parent and the Parent Stockholders (other than ▇▇▇▇▇▇, the "Exchange Act"Company, and each of their respective Affiliates), (ii) approved and declared advisable the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCATransaction Documents, the FDI Act or any required approvals of any other Regulatory AuthorityNew Governance Agreement, no notice toand the Voting Agreement, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of and the transactions contemplated by hereby and thereby, and (iii) approved the Transaction Documents and the New Governance Agreement, as applicable, for purposes of Section 203 of the DGCL.
(d) The Merger Sub Board has unanimously (i) determined that this AgreementAgreement and the transactions contemplated hereby are advisable and fair to, and in the best interests of, Merger Sub and its sole stockholder, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, (iii) resolved to recommend that the sole stockholder of Merger Sub approve the adoption of this Agreement and (iv) directed that this Agreement be submitted to the sole stockholder of Merger Sub for adoption.
(e) The sole member of Merger LLC has (i) determined that this Agreement and the transactions contemplated hereby are advisable and fair to, and in the best interests of, Merger LLC and its sole member, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby and (iii) taken or will take all action as is necessary or advisable to cause Merger LLC to authorize the Upstream Merger in accordance with Merger LLC’s governing documents and Section 267 of the DGCL and Section 18-209(i) of the LLC Act.
(f) There is no vote of the holders of any class or series of capital stock of Parent necessary to adopt the Transaction Documents, the New Governance Agreement or the Voting Agreement or to consummate the transactions contemplated hereby and thereby under applicable Law or under the Parent Charter or Parent Bylaws.
Appears in 2 contracts
Sources: Merger Agreement (Liberty Expedia Holdings, Inc.), Merger Agreement (Expedia Group, Inc.)
Authorization. (a) Southside Seller has the corporate all requisite limited liability company power and authority to enter into execute and deliver this Agreement and the Southside and Allegiant Voting Agreements, Ancillary Agreements to which Seller is a party and to carry out its obligations under the Southside and Allegiant Voting Agreements and, subject to the approval of this Agreement, the Merger and the transactions contemplated thereby by the shareholders of Southside and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and consummate the transactions contemplated hereby and thereby is the affirmative vote of the holders of at least two-thirds of the outstanding shares of Southside Common Stock entitled to vote at a meeting called for such purposethereby. The execution, execution and delivery and performance of this Agreement and the Southside and Allegiant Voting Ancillary Agreements to which Seller is a party by Southside Seller and the consummation by Southside of the transactions contemplated hereby and thereby in accordance with and subject to the terms of this Agreement and the Southside and Allegiant Voting Agreements have been duly authorized by all requisite limited liability company action of Seller. This Agreement has been (and the Board execution and delivery of Directors of Southside. Each each of the Southside Ancillary Agreements to which Seller will be a party will be) duly executed and Allegiant Voting delivered by Seller and constitutes (and each such Ancillary Agreement when so executed and delivered by Seller will constitute) a valid, legal and binding agreement of Seller (assuming that this Agreement has been, and the Ancillary Agreements andto which Seller is a party will be, duly and validly authorized, executed and delivered by the other Persons party thereto), enforceable against Seller in accordance with their terms, except (i) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generally and (ii) that the availability of equitable remedies, including specific performance, is subject to the approval discretion of Southside's shareholders the court before which any proceeding thereof may be brought.
(b) Assuming the truth and subject to accuracy of the receipt representations and warranties of such Buyer set forth in Section 3.2(b), no notices to, filings with or authorizations, consents or approvals of any Governmental Authority are necessary for the Regulatory Authorities as execution, delivery or performance by Seller of this Agreement or the Ancillary Agreements to which Seller is a party or the consummation by Seller of the transactions contemplated hereby, except for (i) compliance with and filings under the HSR Act and any other applicable Competition Laws, (ii) those the failure of which to obtain or make would not reasonably be expected to have a Company Material Adverse Effect and (iii) those that may be required solely by statute or regulation, this Agreement, is a valid and binding obligation reason of Southside enforceable against Southside in accordance with its respective terms. Southside's Board of Directors has taken all actions so that none of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or Buyer’s (as opposed to any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or third party’s) participation in the transactions contemplated hereby.
(bc) Neither The board of directors of Seller has consented to the Seller’s entry into this Agreement in accordance with the terms of Seller’s Organizational Documents, and, prior to the execution nor and delivery nor performance by Southside of this Agreement Agreement, a true and correct copy of such resolutions have been provided to Buyer and such resolutions will not be modified or amended in any manner prior to the Southside or Allegiant Voting Agreements, nor the consummation by Southside of the transactions contemplated hereby or thereby, nor compliance by Southside with any of the provisions hereof or thereof, will (i) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assetsClosing Date.
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Stock Purchase Agreement, Stock Purchase Agreement (PSAV, Inc.)
Authorization. (a) Southside Each of Buyer and Canada Buyer has the all requisite corporate power and authority to enter into execute and deliver this Agreement and the Southside and Allegiant Voting Agreements, Ancillary Agreements to which it is a party and to carry out its obligations under the Southside and Allegiant Voting Agreements and, subject to the approval of this Agreement, the Merger and the transactions contemplated thereby by the shareholders of Southside and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and consummate the transactions contemplated hereby and thereby is the affirmative vote of the holders of at least two-thirds of the outstanding shares of Southside Common Stock entitled to vote at a meeting called for such purposethereby. The execution, execution and delivery and performance of this Agreement and the Southside and Allegiant Voting Ancillary Agreements to which Buyer, Canada Buyer, or any of their respective Affiliates is a party by Southside Buyer, Canada Buyer or any of their respective Affiliates and the consummation by Southside of the transactions contemplated hereby and thereby in accordance with (including the consummation of the transactions contemplated hereunder and subject to the terms of this Agreement and the Southside and Allegiant Voting Agreements thereunder) have been duly authorized by all requisite corporate action of Buyer, Canada Buyer and/or their respective applicable Affiliates. This Agreement has been (and the Board Ancillary Agreements to which Buyer, Canada Buyer, or any of Directors their respective Affiliates is a party will be) duly and validly executed and delivered by Buyer, Canada Buyer, and/or their respective applicable Affiliates and constitutes (and each such Ancillary Agreement when so executed and delivered by Buyer, Canada Buyer and/or their applicable Affiliates will constitute) a valid, legal and binding agreement of Southside. Each Buyer or Canada Buyer (and in the case of Ancillary Agreements, Buyer, Canada Buyer, or their respective Affiliates party thereto) (assuming this Agreement has been, and the Ancillary Agreements to which Buyer, Canada Buyer, or their respective applicable Affiliates is a party will be, duly authorized, executed and delivered by the other parties thereto), enforceable against Buyer or Canada Buyer (and in the case of the Southside and Allegiant Voting Agreements andAncillary Agreements, subject to the approval of Southside's shareholders and subject to the receipt of such approvals of the Regulatory Authorities as may be required by statute Buyer, Canada Buyer or regulation, this Agreement, is a valid and binding obligation of Southside enforceable against Southside their respective Affiliates party thereto) in accordance with its respective terms. Southside's Board , except (i) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws affecting the enforcement of Directors has taken all actions so creditors’ rights generally and (ii) that none the availability of equitable remedies, including specific performance, is subject to the discretion of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or court before which any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated herebyproceeding thereof may be brought.
(b) Neither Assuming the execution nor truth and accuracy of Seller’s representations and warranties contained in Section 2.2(b), no material notices to, filings with or authorization, registration, declaration, consent or approval of any Governmental Authority is necessary for the execution, delivery nor or performance by Southside Buyer, Canada Buyer or any of their respective Affiliates of this Agreement or the Southside Ancillary Agreements to which Buyer, Canada Buyer or Allegiant Voting Agreements, nor any of their respective Affiliates is a party or the consummation by Southside Buyer and Canada Buyer of the transactions contemplated hereby or thereby, nor compliance by Southside with any of the provisions hereof or thereof, will (i) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to except for compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assets.
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required filings under the BHCA, the FDI HSR Act or any required approvals of and any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreementapplicable Competition Law.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Nucor Corp), Securities Purchase Agreement (Cornerstone Building Brands, Inc.)
Authorization. (a) Southside Each of Parent and Seller has the corporate power and authority to enter into this Agreement and and, to the Southside and Allegiant Voting extent a party thereto, the Ancillary Agreements, and to carry out its obligations under the Southside transactions contemplated herein and Allegiant Voting Agreements andtherein.
(b) The Boards of Directors of Seller and Parent, subject and Parent, as the sole shareholder of Seller, have taken all action required by law and Seller’s Articles of Incorporation and otherwise to duly and validly authorize and approve the approval execution, delivery and performance by Seller of this Agreement, the Merger Ancillary Agreements and the consummation by Seller of the transactions contemplated thereby by herein and therein and no other corporate proceedings on the shareholders part of Southside and the Regulatory AuthoritiesSeller are, or will be, necessary to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve authorize this Agreement, the Merger and Ancillary Agreements or to consummate the transactions contemplated hereby and thereby is thereby.
(c) The Board of Directors of Parent has taken all action required by law and Parent’s Certificate of Incorporation and otherwise to duly and validly authorize and approve the affirmative vote of the holders of at least two-thirds of the outstanding shares of Southside Common Stock entitled to vote at a meeting called for such purpose. The execution, delivery and performance by Parent of this Agreement and Agreement, the Southside and Allegiant Voting Ancillary Agreements by Southside and the consummation by Southside Parent of the transactions contemplated hereby herein and thereby in accordance with therein and subject to no other corporate proceedings on the terms part of this Agreement and the Southside and Allegiant Voting Agreements have been duly authorized by the Board of Directors of Southside. Each of the Southside and Allegiant Voting Agreements and, subject to the approval of Southside's shareholders and subject to the receipt of such approvals of the Regulatory Authorities as may be required by statute or regulation, this Agreement, is a valid and binding obligation of Southside enforceable against Southside in accordance with its respective terms. Southside's Board of Directors has taken all actions so that none of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri lawParent are, or otherwise will apply be, necessary to the Merger or authorize this Agreement or to consummate the transactions contemplated hereby.
(bd) Neither To the extent a party thereto, this Agreement and the Ancillary Agreements have been duly and validly executed and delivered by each of Parent and Seller and, assuming the due authorization, execution nor and delivery nor performance by Southside Purchaser of this Agreement or and the Southside or Allegiant Voting Ancillary Agreements, nor constitute the consummation by Southside legal, valid and binding obligations of the transactions contemplated hereby or therebyParent and Seller, nor compliance by Southside enforceable against each of Parent and Seller in accordance with any of the provisions hereof or thereof, will (i) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the their respective terms, conditions or provisions subject to laws of (x) its Articles of Incorporationgeneral application relating to bankruptcy, charter or By-Laws or (y) any noteinsolvency, bondreorganization, mortgage, indenture, deed of trust, license, lease, agreement moratorium or other instrument similar laws affecting creditors’ rights generally and rules of law governing specific performance, injunctive relief or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assetsother equitable remedies.
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Iridex Corp), Asset Purchase Agreement (American Medical Systems Holdings Inc)
Authorization. (a) Southside has the corporate power Each Lender hereby appoints and authority authorizes Agent to enter into this Agreement and the Southside and Allegiant Voting Agreements, take such action as Agent on its behalf and to carry out its obligations under the Southside and Allegiant Voting Agreements and, subject exercise such powers as are delegated to the approval of this Agreement, the Merger and the transactions contemplated thereby Agent by the shareholders of Southside and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and the transactions contemplated hereby and thereby is the affirmative vote of the holders of at least two-thirds of the outstanding shares of Southside Common Stock entitled to vote at a meeting called for such purpose. The execution, delivery and performance of this Agreement and the Southside and Allegiant Voting Agreements by Southside and the consummation by Southside of the transactions contemplated hereby and thereby in accordance with and subject to the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Agent shall have no duties or responsibilities except those expressly set forth hereunder and in the Southside other Loan Documents. The duties of Agent shall be mechanical and Allegiant Voting Agreements administrative in nature; Agent shall not have been duly authorized by the Board reason of Directors of Southside. Each of the Southside any Loan Document a fiduciary relationship with any Lender; and Allegiant Voting Agreements andnothing in any Loan Document, subject shall be construed to impose upon Agent any obligations with respect to the approval Loan Documents except as expressly set forth herein. The term “Agent” is not intended to connote any fiduciary relationship or other obligations arising under any agency doctrine, but is used merely as a matter of Southside's shareholders market custom and subject is intended to the receipt of such approvals of the Regulatory Authorities as may be required reflect only an administrative relationship between independent contracting parties. As to any matters not expressly provided for by statute or regulation, this Agreement, is a valid and binding obligation of Southside enforceable against Southside in accordance with its respective terms. Southside's Board of Directors has taken all actions so that none including enforcement or collection of the RightsLoans or other Obligations, Article Twelve Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining) upon the instructions of Southside's Articles Required Lenders, and such instructions shall be binding upon all Lenders, provided that Agent shall not be required to take any action which exposes Agent to personal liability or which is contrary to the Loan Documents or Applicable Law. In the absence of Incorporationinstructions from Required Lenders, Sections 351.407 and 351.459 of the Missouri Statutes Agent shall have authority, in its sole discretion, to take or not to take any other Missouri antitakeover measure, whether actions or make any decisions regarding (a) decisions pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated hereby.
Section 4.1.2 and (b) Neither the execution nor delivery nor performance by Southside of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside of the transactions contemplated hereby or thereby, nor compliance by Southside with any of the provisions hereof or thereof, will other matters that are not specifically reserved to (i) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, Required Lenders or (ii) subject the Agent and the Required Lenders or (iii) the Agent and the Lenders, all without the consent of any Lender, and any such action or failure to compliance with the statutes act shall be binding on Lenders and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any on all holders of the Southside Subsidiaries or Notes. Each Lender and each holder of any Notes shall execute and deliver such additional instruments, including powers of their respective properties or assets.
(c) Other than attorney in connection or in compliance with the provisions favor of the Missouri Statute, the Securities Act of 1933Agent, as amended, may be necessary or desirable to enable Agent to exercise its powers hereunder and under the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filingsother Loan Documents. Agent shall take no action with respect to any decisions, consents, reviewsdeterminations, authorizationsand other matters that are reserved to (A) the Required Lenders or (B) the Agent and the Required Lenders or (C) the Agent and the Lenders under this Agreement or any other Loan Document without the consent of, approvals or exemptions required under the BHCAspecific direction from, the FDI Act or Required Lenders, except as set forth in Section 13.2.4. In addition, Agent shall take no action with respect to any required approvals of any decisions, consents, determinations, and other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside matters that are reserved to all of the transactions contemplated Lender’s under Section 16.9 without the consent of or specific direction by this Agreementall of the Lenders.
Appears in 2 contracts
Sources: Loan Agreement (Lithia Motors Inc), Loan Agreement (Lithia Motors Inc)
Authorization. (a) Southside has Each Seller has, and each of the Sellers and each other member of the Seller Group will have at the applicable Closing, all necessary corporate power and authority to enter into this Agreement execute and deliver the Southside and Allegiant Voting Agreements, Transaction Agreements to which it is a party and to carry out consummate the Contemplated Transactions and to perform its respective obligations under the Southside and Allegiant Voting Transaction Agreements andto which it is a party. Each member of the Seller Group (other than the Sellers) has obtained, subject or will have obtained prior to the approval applicable Closing Date, all corporate approvals necessary for the due and valid authorization of this Agreement, the Merger and the transactions contemplated thereby by the shareholders of Southside and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and the transactions contemplated hereby and thereby is the affirmative vote of the holders of at least two-thirds of the outstanding shares of Southside Common Stock entitled to vote at a meeting called for such purpose. The execution, delivery and performance of this Agreement and the Southside and Allegiant Voting Transaction Agreements by Southside to which it is a party and the consummation by Southside it of the transactions contemplated hereby Contemplated Transactions. Each Seller has obtained all corporate approvals necessary for the due and thereby in accordance with valid authorization of its execution, delivery and subject performance of the Transaction Agreements to which it is a party and the consummation by it of the Contemplated Transaction. Each Seller has duly and validly executed and delivered this Agreement and, on or prior to the terms applicable Closing, each member of the Seller Group will have duly and validly executed and delivered the other Transaction Agreements to which it is a party. Assuming the due authorization, execution and delivery of the Transaction Agreements by the other parties thereto, this Agreement and the Southside and Allegiant Voting Agreements have been duly authorized by the Board of Directors of Southside. Each of the Southside and Allegiant Voting Agreements and, subject to the approval of Southside's shareholders and subject to the receipt of such approvals of the Regulatory Authorities as may be required by statute or regulationat each applicable Closing, this Agreementeach other Transaction Agreement will be, is a valid and binding obligation of Southside each member of the Seller Group that is party hereto or thereto, as applicable, enforceable against Southside such member of the Seller Group in accordance with its respective terms. Southside's Board , subject, as to enforceability, to (a) Laws of Directors has taken all actions so that none of the Rightsgeneral application relating to bankruptcy, Article Twelve of Southside's Articles of Incorporationinsolvency, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measurefraudulent conveyance, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement preferential transfers or the transactions contemplated hereby.
relief of debtors, and (b) Neither the execution nor delivery nor performance by Southside rules of this Agreement Law governing specific performance, injunctive relief and other equitable remedies or the Southside or Allegiant Voting Agreements, nor the consummation by Southside general principles of the transactions contemplated hereby or thereby, nor compliance by Southside with any of the provisions hereof or thereof, will (i) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assetsequity.
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Master Acquisition Agreement (Open Text Corp), Bill of Sale
Authorization. (a) Southside The Company has the all requisite corporate power and authority to enter into execute and deliver this Agreement and the Southside and Allegiant Voting AgreementsAncillary Agreements to which it is a party, and to carry out its obligations under the Southside and Allegiant Voting Agreements and, subject to receipt of the approval of this Agreement, the Merger and the transactions contemplated thereby by the shareholders of Southside and the Regulatory AuthoritiesCompany Written Consent, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and consummate the transactions contemplated hereby and thereby is the affirmative vote of the holders of at least two-thirds of the outstanding shares of Southside Common Stock entitled and to vote at a meeting called for such purposeperform its obligations hereunder and thereunder. The execution, execution and delivery and performance of this Agreement and the Southside and Allegiant Voting Ancillary Agreements by Southside and the consummation by Southside of the transactions contemplated hereby and thereby in accordance with and subject to the terms of this Agreement and the Southside and Allegiant Voting Agreements have been duly and validly authorized by the Board of Directors of Southside. Each of the Southside and Allegiant Voting Agreements and, subject to the approval of Southside's shareholders and subject to the receipt of such approvals of the Regulatory Authorities as may be required by statute or regulation, this Agreement, is a valid and binding obligation of Southside enforceable against Southside in accordance with its respective terms. SouthsideCompany's Board of Directors has taken all actions so that none of the Rightsand, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated hereby.
(b) Neither the execution nor delivery nor performance by Southside of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside of the transactions contemplated hereby or thereby, nor compliance by Southside with any of the provisions hereof or thereof, will except for (i) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any receipt of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or Company Written Consent and (ii) subject to compliance the filing of the Certificate of Merger with the statutes and regulations referred to in subsection (c) Delaware Secretary of this Section 2.04State, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any no other corporate proceedings on the part of the Southside Subsidiaries or any of their respective properties or assets.
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is Company are necessary for to authorize the consummation by Southside of the transactions contemplated by this Agreement or the Ancillary Agreements. On or prior to the date hereof, the Company's Board of Directors has unanimously (x) resolved that this Agreement and the Ancillary Agreements and the consummation of the Merger and the other transactions contemplated hereby and thereby are fair to and in the best interests of the Company and the Stockholders, (y) approved and declared advisable this Agreement, the Ancillary Agreements and the Merger and the other transactions contemplated hereby and thereby on the terms and subject to the conditions set forth herein, in accordance with the requirements of the DGCL, and (z) has recommended that the Company's Stockholders adopt this Agreement and approve the Merger. This Agreement has been duly executed and delivered by the Company and is, and upon execution and delivery of the Ancillary Agreements to which the Company is to be a party, each of such Ancillary Agreements will be, legal, valid and binding obligations of the Company enforceable against the Company in accordance with their terms, in each case, except as such enforceability may be limited by (A) bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting creditors' rights generally and (B) the general principles of equity, regardless of whether asserted in a proceeding in equity or at law.
(b) The Company Written Consent is the only action of the Stockholders required to approve this Agreement and the Ancillary Agreements to which the Company is a party, the Merger and the other transactions contemplated hereby and thereby.
Appears in 2 contracts
Authorization. (a) Southside has the corporate Sellers have all requisite corporate, limited liability company or other entity power and authority to enter into execute and deliver this Agreement and the Southside and Allegiant Voting AgreementsAncillary Agreements to which Sellers are a party, as applicable, and to carry out its obligations under the Southside and Allegiant Voting Agreements and, subject to the approval of this Agreement, the Merger and the transactions contemplated thereby by the shareholders of Southside and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and consummate the transactions contemplated hereby and thereby is the affirmative vote of the holders of at least two-thirds of the outstanding shares of Southside Common Stock entitled to vote at a meeting called for such purposethereby. The execution, delivery and or performance of this Agreement and the Southside and Allegiant Voting Ancillary Agreements to which Sellers are a party by Southside Sellers and the consummation by Southside of the transactions contemplated hereby and thereby in accordance with and subject to the terms of this Agreement and the Southside and Allegiant Voting Agreements by Sellers have been duly authorized by the Board all requisite corporate, limited liability company or other entity power action of Directors of SouthsideSellers. Each No vote or approval of the Southside and Allegiant Voting holders of any class or series of capital stock of Sellers is necessary for the execution, delivery or performance by Sellers of this Agreement or the Ancillary Agreements and, subject to which Sellers are a party or the approval of Southside's shareholders and subject to the receipt of such approvals consummation by Sellers of the Regulatory Authorities as may transactions contemplated hereby or thereby. This Agreement has been (and the execution, delivery or performance of each of the Ancillary Agreements to which Sellers will be required a party will be) duly and validly executed and delivered by statute or regulationSellers and constitutes (and each such Ancillary Agreement when so executed and delivered by Sellers will constitute) a valid, this Agreement, is a valid legal and binding obligation agreement of Southside Sellers (assuming that this Agreement has been, and the Ancillary Agreements to which Sellers are a party will be, duly and validly authorized, executed and delivered by the other Persons party thereto), enforceable against Southside Sellers in accordance with its respective terms. Southside's Board of Directors has taken all actions so that none of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply except to the Merger extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or this Agreement or other Laws affecting the transactions contemplated herebyenforcement of creditors’ rights generally.
(b) Neither Assuming the execution nor truth and accuracy of the representations and warranties of Buyer set forth in Section 3.2(b), no notices to, filings with or authorizations, registrations, declarations, consents or approvals of any Governmental Authority are necessary for the execution, delivery nor or performance by Southside Sellers or any of their Controlled Affiliates of this Agreement or the Southside Ancillary Agreements to which Sellers or Allegiant Voting Agreements, nor any of their Controlled Affiliates are a party or the consummation by Southside Sellers or their Controlled Affiliates of the transactions contemplated hereby or thereby, nor compliance by Southside with any of the provisions hereof or thereof, will except for (i) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, compliance with notice or lapse of time or both, would constitute a default) under, or result in and filings under the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or HSR Act and (ii) subject those the failure of which to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04obtain or make would not, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assets.
(c) Other than in connection individually or in compliance with the provisions of aggregate, be (or reasonably be expected to be) material to the Missouri StatuteBusiness, the Securities Act of 1933, taken as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review bya whole, or authorization, consent that would reasonably be expected to prevent or approval of, any public body materially delay or authority is necessary for materially impair the consummation by Southside Sellers of the transactions contemplated by this Agreementhereby.
Appears in 2 contracts
Sources: Securities and Asset Purchase Agreement (Triumph Group Inc), Securities and Asset Purchase Agreement (Aar Corp)
Authorization. (a) Southside The Company has the corporate all requisite power and authority to enter into execute and deliver this Agreement and subject, in the Southside and Allegiant Voting Agreements, and to carry out its obligations under the Southside and Allegiant Voting Agreements and, subject to the approval case of this Agreement, the Merger and to obtaining the transactions contemplated thereby by the shareholders of Southside and the Regulatory AuthoritiesRequisite Shareholder Approval, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and consummate the transactions contemplated hereby and thereby to perform its obligations hereunder. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (including the Merger) have been duly authorized by all necessary corporate action on the part of the Company and no additional corporate proceedings on the part of the Company are necessary to authorize this Agreement or the consummation of the transactions contemplated hereby (including the Merger), other than in the case of the Merger obtaining the Requisite Shareholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally and (b) is subject to general principles of equity.
(b) At a meeting duly called and held prior to the date hereof, the Company Board has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, (ii) unanimously determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to and in the best interests of the Company and its shareholders, (iii) approved this Agreement and the transactions contemplated hereby, including the Merger, and the Voting Agreements, and (iv) resolved to recommend that the holders of Shares approve this Agreement in accordance with the applicable provisions of California Law.
(c) The affirmative vote of the holders of at least two-thirds a majority of the outstanding shares Shares, voting together as a class (the “Requisite Shareholder Approval”), is the only vote of Southside Common the holders of any class or series of Company Capital Stock entitled necessary (under applicable Laws or otherwise) to vote at a meeting called for such purpose. The execution, delivery and performance of approve this Agreement and the Southside and Allegiant Voting Agreements by Southside and the consummation by Southside of the transactions contemplated hereby and thereby in accordance with and subject to the terms of this Agreement and the Southside and Allegiant Voting Agreements have been duly authorized by the Board of Directors of Southside. Each of the Southside and Allegiant Voting Agreements and, subject to the approval of Southside's shareholders and subject to the receipt of such approvals of the Regulatory Authorities as may be required by statute or regulation, this Agreement, is a valid and binding obligation of Southside enforceable against Southside in accordance with its respective terms. Southside's Board of Directors has taken all actions so that none of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated herebyMerger.
(b) Neither the execution nor delivery nor performance by Southside of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside of the transactions contemplated hereby or thereby, nor compliance by Southside with any of the provisions hereof or thereof, will (i) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assets.
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Microchip Technology Inc), Merger Agreement (Supertex Inc)
Authorization. (a) Southside The Stockholder has the requisite corporate power and authority to enter into execute and deliver this Agreement and the Southside other agreements and Allegiant Voting Agreements, instruments contemplated hereby and to carry out perform its obligations under hereunder and thereunder. The execution, delivery and performance by the Southside and Allegiant Voting Agreements and, subject to the approval Stockholder of this Agreement, the Merger Agreement and the transactions other agreements and instruments contemplated thereby hereby and the performance by the shareholders Stockholder of Southside and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and the transactions contemplated hereby and thereby is the affirmative vote have been duly authorized by all requisite corporate and other action of the holders Stockholder and do not and will not contravene or violate its certificate of at least twoincorporation and by-thirds laws.
(b) Except as set forth on Schedule 3.2 hereto, no consents, waivers, approvals, authorizations or orders of, or registrations or qualifications with, any person, bank, corporation, association, governmental body or court having authority or power to regulate, supervise or direct the businesses and affairs of the outstanding shares Stockholder, the Companies are necessary for the consummation by the Stockholder of Southside Common Stock entitled the transactions contemplated by this Agreement.
(c) This Agreement has been, and the agreements and instruments contemplated hereby will at the Closing be, duly and validly executed and delivered by the Stockholder and (assuming due authorization, execution and delivery by the Purchaser and each other party thereto) constitute or will then constitute, as the case may be, the legal, valid and binding obligations of the Stockholder, enforceable against it in accordance with their respective terms, subject to vote at a meeting called for such purpose. The the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws relating to or affecting creditors' rights generally and court decisions with respect thereto and the availability of equitable remedies.
(d) Subject to obtaining the consents described on Schedule 3.2 hereto, the execution, delivery and performance of this Agreement and the Southside and Allegiant Voting Agreements by Southside and the consummation by Southside performance of the transactions contemplated hereby do not and thereby in accordance with and subject to will not contravene or violate (i) any material agreement or other material instrument by which the terms of this Agreement and the Southside and Allegiant Voting Agreements have been duly authorized by the Board of Directors of Southside. Each of the Southside and Allegiant Voting Agreements and, subject to the approval of Southside's shareholders and subject to the receipt of such approvals of the Regulatory Authorities as may be required by statute or regulation, this Agreement, is a valid and binding obligation of Southside enforceable against Southside in accordance with its respective terms. Southside's Board of Directors has taken all actions so that none of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement Stockholder or the transactions contemplated hereby.
(b) Neither the execution nor delivery nor performance Companies are bound or by Southside of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside of the transactions contemplated hereby or thereby, nor compliance by Southside with which any of the provisions hereof or thereof, will (i) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any assets of the properties Stockholder or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, Companies are affected or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside the Stockholder or any the Companies or the assets or businesses of the Southside Subsidiaries or any of their respective properties or assets.
(c) Other than in connection or in compliance with the provisions Companies. For purposes of the Missouri Statuteforegoing, an agreement shall be considered "material" if it satisfies the Securities Act criteria set forth in the last sentence of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this AgreementSection 3.9(a) hereof.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Healthplan Services Corp), Stock Purchase Agreement (Healthplan Services Corp)
Authorization. (a) Southside Company has the all requisite corporate power and authority to enter into this Agreement and the Southside and Allegiant Voting Agreements, and to carry out its obligations under the Southside and Allegiant Voting Agreements and, subject to obtaining Company Stockholders Approval with respect to the approval of this AgreementMerger, the Merger and to consummate the transactions contemplated thereby by the shareholders hereby. The execution and delivery of Southside this Agreement and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Company, subject, in the case of the Merger, to obtaining the approval and thereby is adoption of this Agreement by the affirmative holders of a majority of the Shares if required by law (the "Company Stockholders Approval"). No vote of the holders of at least two-thirds of the outstanding shares of Southside Common Stock entitled to vote at a meeting called for such purpose. The executionCompany Capital Stock, delivery and performance of this Agreement and the Southside and Allegiant Voting Agreements by Southside and the consummation by Southside of the transactions contemplated hereby and thereby in accordance with and subject to the terms of this Agreement and the Southside and Allegiant Voting Agreements have been duly authorized by the Board of Directors of Southside. Each of the Southside and Allegiant Voting Agreements and, subject to the approval of Southside's shareholders and subject to the receipt of such approvals of the Regulatory Authorities as may be required by statute or regulation, this Agreementother than Company Stockholders Approval, is a valid and binding obligation of Southside enforceable against Southside in accordance with its respective terms. Southside's Board of Directors has taken all actions so that none of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes necessary to approve or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or adopt this Agreement or the transactions contemplated hereby.
. The Board of Directors of Company (the "Company Board"), at a meeting duly called and held, duly and unanimously adopted resolutions (a) approving the Offer, the Merger, this Agreement and the transactions contemplated hereby, (b) Neither determining that the execution nor delivery nor performance by Southside terms of the Offer, the Merger, this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside of and the transactions contemplated hereby or thereby, nor compliance by Southside with any of the provisions hereof or thereof, will (i) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result are fair to and in the termination ofbest interests of Company and its stockholders, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04recommending that Company's stockholders accept the Offer, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assets.
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by adopt this Agreement, approve the Merger and grant the Company Stockholders Approval and (d) declaring that this Agreement is advisable. This Agreement has been duly executed and delivered by Company and, assuming this Agreement constitutes a legal, valid and binding obligation of Parent and Subsidiary, constitutes a valid and binding obligation of Company, enforceable against Company in accordance with its terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally and general principles of equity.
Appears in 2 contracts
Sources: Merger Agreement (Urs Corp /New/), Merger Agreement (Dames & Moore Group)
Authorization. (a) Southside Each of Seller and its Subsidiaries has the corporate all requisite power and authority to enter into execute, deliver and perform its obligations under this Agreement and the Southside and Allegiant Voting AgreementsAncillary Agreements to which it is or will be a party, and to carry out its obligations under the Southside and Allegiant Voting Agreements and, subject to the approval of this Agreement, the Merger and the transactions contemplated thereby by the shareholders of Southside and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and consummate the transactions contemplated hereby and thereby is the affirmative vote of the holders of at least two-thirds of the outstanding shares of Southside Common Stock entitled to vote at a meeting called for such purposethereby. The execution, execution and delivery by each of Seller and performance its Subsidiaries of this Agreement and the Southside Ancillary Agreements to which it is or will be a party, the performance of each of their obligations hereunder and Allegiant Voting Agreements by Southside thereunder and the consummation by Southside of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite action on the part of Seller or its Subsidiary, as applicable. Seller has duly executed and delivered this Agreement, and on the Closing Date will have duly executed and delivered the Ancillary Agreements to which it will be a party. Assuming due execution and delivery by each of the other parties hereto and thereto, this Agreement constitutes, and each such Ancillary Agreement to which Seller or its Subsidiary is or will be a party, when so executed and delivered, will constitute, the legal, valid and binding obligation of Seller or its Subsidiary, as applicable, enforceable against Seller or its Subsidiary, as applicable, in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium, receivership or similar Laws relating to or affecting creditors’ rights generally and subject to by general principles of equity (whether considered at law or in equity) (the terms “Enforceability Exceptions”).
(b) The execution, delivery and performance by each of Seller and its Subsidiaries of this Agreement and the Southside and Allegiant Voting Ancillary Agreements have been duly authorized to which it is or will be a party requires no notice, authorization, approval, Order, permit, contract or action by the Board of Directors of Southside. Each of the Southside and Allegiant Voting Agreements and, subject to the approval of Southside's shareholders and subject to the receipt of such approvals of the Regulatory Authorities as may be required by statute or regulation, this Agreement, is a valid and binding obligation of Southside enforceable against Southside in accordance with its respective terms. Southside's Board of Directors has taken all actions so that none of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri lawrespect of, or otherwise will apply to the Merger or this Agreement or the transactions contemplated hereby.
(b) Neither the execution nor delivery nor performance by Southside of this Agreement or the Southside or Allegiant Voting Agreementsfiling with, nor the consummation by Southside of the transactions contemplated hereby or therebyany Governmental Authority, nor compliance by Southside with any of the provisions hereof or thereof, will other than (i) violate, conflict with, or result in a breach of compliance with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any applicable requirements of the properties or assets of Southside or any HSR Act and the other Competition Laws of the Southside Subsidiaries under any jurisdictions set forth in Section 2.2(b)(i) of the termsSeller Disclosure Letter, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject the filings with respect to compliance with the statutes and regulations referred to Communications Authorizations set forth in subsection (cSection 2.2(b)(ii) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assets.
Seller Disclosure Letter (c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"“Communications Authorizations Filings”), (iii) the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviewswaivers, authorizations, approvals and consents to be obtained from Governmental Authorities pursuant to the Communications Authorizations Filings set forth in Section 2.2(b)(iii) of the Seller Disclosure Letter (the “Communications Authorizations Consents”); (iv) the filing of the CFIUS Notice and the receipt of the CFIUS Clearance; and (v) any actions or exemptions required filings under the BHCALaws (other than Competition Laws), the FDI Act absence of which would not reasonably be expected, individually or any required approvals of any other Regulatory Authorityin the aggregate, no notice toto be material to the Business or the Target Companies, filing with, exemption or review bytaken as a whole, or authorization, consent to materially adversely affect the ability of Seller or approval of, any public body its Subsidiaries to perform their respective obligations hereunder or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreementthereunder.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (Gogo Inc.), Purchase and Sale Agreement (Intelsat S.A.)
Authorization. (a) Southside The Company has the all necessary corporate power and authority to enter into this Agreement has taken all necessary corporate action required for the due authorization, execution, delivery and performance by the Southside and Allegiant Voting Agreements, and to carry out its obligations under the Southside and Allegiant Voting Agreements and, subject to the approval Company of this Agreement, the Merger and the transactions contemplated thereby by the shareholders of Southside and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Warrant Agreement, the Merger and Debentures, the transactions contemplated hereby and thereby is Shareholders Agreement, the affirmative vote of the holders of at least two-thirds of the outstanding shares of Southside Common Stock entitled to vote at a meeting called for such purpose. The execution, delivery and performance of this Redemption Agreement and the Southside Registration Rights Agreement (such agreements other than this Agreement hereinafter referred to collectively as the "Related Agreements") and Allegiant Voting Agreements any other agreements or instruments executed by Southside the Company in connection herewith or therewith and the consummation by Southside of the transactions contemplated hereby herein or therein, and thereby in accordance with for the due authorization, issuance and subject delivery of the Debentures, the Warrants, and upon exercise of the Warrants pursuant to the terms of this the Warrant Agreement and upon payment of the exercise price therefor, the Warrant Shares. The issuance of the Debentures, the Warrants and the Warrant Shares does not require any further corporate action and is not and, except as set forth in the Related Agreements, will not be subject to any preemptive right, right of first refusal or the like. This Agreement and the Southside Related Agreements and Allegiant Voting Agreements have been duly authorized the other agreements and instruments executed by the Board of Directors of Southside. Each of the Southside and Allegiant Voting Agreements and, subject to the approval of Southside's shareholders and subject to the receipt of such approvals of the Regulatory Authorities as may Company in connection herewith or therewith will each be required by statute or regulation, this Agreement, is a valid and binding obligation of Southside the Company enforceable against Southside in accordance with its respective terms. Southside's Board , except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws relating to or affecting enforcement of Directors has taken all actions so that none creditors' rights generally and except as enforcement thereof is subject to general principles of the Rights, Article Twelve equity (regardless of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes whether enforcement is considered' in a proceeding in equity or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri at law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated hereby).
(b) Neither the execution nor delivery nor performance by Southside of Each Principal Shareholder has full legal capacity and unrestricted power to execute and deliver this Agreement and the Related Agreements to which he or the Southside she is a party, and any other agreements or Allegiant Voting Agreements, nor the consummation instruments executed by Southside of him or her in connection herewith or therewith and to consummate the transactions contemplated hereby herein or therebytherein. This Agreement, nor compliance the Related Agreements and the other agreements and instruments executed by Southside with any the Principal Shareholders in connection herewith or therewith each will be a valid and binding obligation of the provisions hereof Principal Shareholders enforceable in accordance with its respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or thereof, will other similar laws relating to or affecting enforcement of creditors' rights generally and except as enforcement thereof is subject to general principles of equity (i) violate, conflict with, or result regardless of whether enforcement is considered in a breach of any provisions of, proceeding in equity or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assetsat law).
(c) Other than in connection or in compliance with the provisions Each Principal Shareholder owns, of the Missouri Statuterecord and beneficially, the Securities Act number of 1933shares of Common Stock set forth opposite his or her name on Schedule 2.4 hereto, as amended, free and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals clear of any pledges, security interests, liens, charges or other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreementencumbrances.
Appears in 2 contracts
Sources: 9% Senior Subordinated Debenture and Warrant Purchase Agreement (Logical Design Solutions Inc), 9% Senior Subordinated Debenture and Warrant Purchase Agreement (Logical Design Solutions Inc)
Authorization. (a) Southside The Company has the all requisite corporate power and authority to enter into this Agreement execute and the Southside and Allegiant Voting Agreements, and to carry out its obligations under the Southside and Allegiant Voting Agreements and, subject to the approval of deliver this Agreement, the Merger to perform its obligations hereunder and to consummate the transactions contemplated thereby by the shareholders of Southside and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and the transactions contemplated hereby and thereby is the affirmative vote of the holders of at least two-thirds of the outstanding shares of Southside Common Stock entitled to vote at a meeting called for such purposehereby. The execution, delivery and performance of this Agreement and the Southside and Allegiant Voting Agreements consummation by Southside the Company of the Merger and the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, other than, with respect to the Merger, the adoption of this Agreement by Southside the holders of at least a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due execution and delivery by Parent, Merger Sub and Merger LLC, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, rehabilitation, liquidation, preferential transfer, moratorium and similar Laws now or hereafter affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at equity or law).
(b) The Board of Directors of the Company has (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, (ii) approved this Agreement and the Voting Agreement and the transactions contemplated hereby and thereby in accordance with and subject to thereby, including the terms of Merger, (iii) recommended that the Company Stockholders adopt this Agreement and the Southside and Allegiant Voting Agreements have been duly authorized by the Board of Directors of Southside. Each of the Southside and Allegiant Voting Agreements and, subject (iv) directed that this Agreement be submitted to the approval of Southside's shareholders and subject to the receipt of such approvals of the Regulatory Authorities as may be required by statute or regulation, this Agreement, is a valid and binding obligation of Southside enforceable against Southside in accordance with its respective terms. Southside's Board of Directors has taken all actions so that none of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated hereby.
(b) Neither the execution nor delivery nor performance by Southside of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside of the transactions contemplated hereby or thereby, nor compliance by Southside with any of the provisions hereof or thereof, will (i) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of Company Stockholders for their respective properties or assetsadoption.
(c) Other than in connection or in compliance with The Company Stockholder Approval is the provisions only vote of the Missouri Statute, holders of any class or series of capital stock of the Securities Act of 1933, as amended, Company necessary to adopt this Agreement and to consummate the Merger and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreementhereby.
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (Marvel Entertainment, Inc.)
Authorization. (a1) Southside Each of the Company and the Bank has the full legal right, corporate power and authority to enter into this Agreement and the Southside and Allegiant Voting Agreements, other agreements referenced herein to which it will be a party and to carry out its obligations under the Southside hereunder and Allegiant Voting Agreements and, subject to the approval of this Agreement, the Merger and the transactions contemplated thereby by the shareholders of Southside and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and the transactions contemplated hereby and thereby is the affirmative vote of the holders of at least two-thirds of the outstanding shares of Southside Common Stock entitled to vote at a meeting called for such purposethereunder. The execution, delivery and performance of this Agreement and the Southside other agreements referenced herein to which each of the Company and Allegiant Voting Agreements by Southside the Bank will be a party and the consummation by Southside of the transactions contemplated hereby and thereby in accordance with and subject to the terms of this Agreement and the Southside and Allegiant Voting Agreements have been duly authorized by the Board Boards of Directors of Southside. Each each of the Southside Company and Allegiant Voting Agreements the Bank. This Agreement has been, and the other agreements referenced herein to which they will be a party, when executed, will be, duly and validly executed and delivered by the Company and the Bank and, subject to the approval of Southside's shareholders assuming due authorization, execution and subject to the receipt of such approvals of the Regulatory Authorities as may be required delivery by statute or regulation, this AgreementPurchaser, is and will be a valid and binding obligation of Southside each of the Company and the Bank enforceable against Southside each of the Company and the Bank in accordance with its respective termsterms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). Southside's Board No other corporate proceedings are necessary for the execution and delivery by the Company or the Bank of Directors has taken all actions so that none of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement and the other agreements referenced herein to which it will be a party, the performance by them of their obligations hereunder and thereunder or the consummation by them of the transactions contemplated hereby, subject to receipt of the approval by the Company’s shareholders of the Shareholder Proposal. The only vote of the shareholders of the Company required in connection with the approval of the Shareholder Proposal is the affirmative vote of the holders of not less than a majority of the outstanding Common Stock voting at the meeting at which such a vote is taken. All shares of Common Stock outstanding on the record date for a meeting at which a vote is taken with respect to the Shareholder Proposal shall be eligible to vote on such proposal.
(b2) Neither the execution nor and delivery nor performance by Southside the Company or the Bank of this Agreement or the Southside or Allegiant Voting AgreementsAgreement, nor the consummation by Southside of the transactions contemplated hereby or therebyhereby, nor compliance by Southside the Company or the Bank with any of the provisions hereof or thereofhereof, will (iA) violate, conflict with, or result in a breach of any provisions provision of, or constitute a default (or an event whichthat, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or result in the loss of any benefit or creation of any right on the part of any third party under, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, of any Lien Liens upon any of the material properties or assets of Southside the Company, the Bank or any of the Southside Subsidiaries Subsidiary under any of the terms, conditions or provisions of (xi) its Articles certificate of Incorporationincorporation or bylaws (or similar governing documents) or the certificate of incorporation, charter charter, bylaws or By-Laws other governing instrument of any Subsidiary or (yii) except for defaults that would not have nor reasonably be expected to have a Material Adverse Effect, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside the Company, the Bank or any of the Southside Subsidiaries Subsidiary is a party or by which it may be bound, including without limitation the trust preferred securities issued by Capital Bank Statutory Trust I, Capital Bank Statutory Trust II, or Capital Bank Statutory Trust III or the related indentures (collectively, the “Trust Preferred Securities”), or to which Southside the Company, the Bank or any of the Southside Subsidiaries Subsidiary or any of the properties or assets of Southside the Company, the Bank or any of the Southside Subsidiaries Subsidiary may be subject, or (iiB) subject except for violations that would not have nor reasonably be expected to compliance with have a Material Adverse Effect, assuming the statutes and regulations consents referred to in subsection (cSection 2.2(f) of this Section 2.04are duly obtained, violate any law, statute, ordinance, rule, regulation, permit, concession, grant, franchise or any judgment, ruling, order, writ, injunction, decree, statute, rule injunction or regulation decree applicable to Southside the Company, the Bank or any of the Southside Subsidiaries Subsidiary or any of their respective properties or assets.
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Investment Agreement (North American Financial Holdings, Inc.), Investment Agreement (Capital Bank Corp)
Authorization. (a) Southside Buyer has the corporate all requisite limited liability company power and authority to enter into this Agreement and the Southside and Allegiant Voting AgreementsAgreement, and all other documents required hereunder to carry out its obligations under the Southside be executed and Allegiant Voting Agreements and, subject to the approval of this Agreement, the Merger and the transactions contemplated thereby delivered by the shareholders of Southside and the Regulatory AuthoritiesBuyer, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and the transactions contemplated hereby and thereby is and to acquire and own the affirmative vote of the holders of at least two-thirds of the outstanding shares of Southside Common Stock entitled to vote at a meeting called for such purposeCompany Interests. The execution, execution and delivery and performance of this Agreement Agreement, and all other documents required hereunder to be executed and delivered by Buyer, and the Southside and Allegiant Voting Agreements by Southside and the consummation by Southside performance of the transactions contemplated hereby and thereby have been duly and validly authorized by such action, corporate or otherwise, necessary on behalf of Buyer. This Agreement is, and each document required to be executed and delivered by Buyer hereunder, when so executed and delivered by Buyer, shall be, a valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, except (a) as limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect relating to creditors’ rights and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the terms discretion of the court before which any proceeding for the same may be brought. The transactions contemplated by this Agreement and the Operative Documents to which Buyer is or will be a party have been approved by the conflicts committee (“Conflicts Committee”) of the board of directors of American Midstream GP, LLC (the “Buyer Parent GP Board”) and the execution and delivery by Buyer of this Agreement and the Southside Operative Documents to which Buyer is or will be a party, and Allegiant Voting Agreements the consummation of the transactions contemplated hereby and thereby, have been duly authorized approved by the Board of Directors of Southside. Each Buyer Parent GP Board, and such approvals have not been amended, repealed, revoked or rescinded and are in full force and effect as of the Southside date hereof, and Allegiant Voting Agreements and, subject no other limited liability company actions are necessary on the part of Buyer to the approval of Southside's shareholders and subject to the receipt of such approvals of the Regulatory Authorities as may be required by statute or regulation, approve this Agreement, is a valid and binding obligation of Southside enforceable against Southside in accordance with its respective terms. Southside's Board of Directors has taken all actions so that none of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes Operative Documents or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated hereby.
(b) Neither the execution nor delivery nor performance by Southside of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside of the transactions contemplated hereby or thereby, nor compliance by Southside with any of the provisions hereof or thereof, will (i) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assets.
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (American Midstream Partners, LP), Purchase and Sale Agreement
Authorization. (a) Southside Abbott has the all requisite corporate power and authority to enter into this Agreement into, execute and the Southside and Allegiant Voting Agreements, and to carry out its obligations under the Southside and Allegiant Voting Agreements and, subject to the approval of deliver this Agreement, the Merger and the transactions contemplated thereby by the shareholders of Southside and the Regulatory Authorities, to carry out perform its obligations under this Agreement. The only shareholder vote required for Southside hereunder and to approve this Agreement, the Merger and the transactions contemplated hereby and thereby is the affirmative vote of the holders of at least two-thirds of the outstanding shares of Southside Common Stock entitled to vote at a meeting called for such purpose. The execution, delivery and performance of this Agreement and the Southside and Allegiant Voting Agreements by Southside and the consummation by Southside of the transactions contemplated hereby and thereby in accordance with and subject to the terms of this Agreement and the Southside and Allegiant Voting Agreements have been duly authorized by the Board of Directors of Southside. Each of the Southside and Allegiant Voting Agreements and, subject to the approval of Southside's shareholders and subject to the receipt of such approvals of the Regulatory Authorities as may be required by statute or regulation, this Agreement, is a valid and binding obligation of Southside enforceable against Southside in accordance with its respective terms. Southside's Board of Directors has taken all actions so that none of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated hereby.
(b) Neither the execution nor delivery nor performance by Southside of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside of the transactions contemplated hereby or thereby, nor compliance by Southside with any of the provisions hereof or thereof, will (i) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assets.
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Abbott, the performance by Abbott of its obligations hereunder and the consummation by Abbott of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Abbott. This Agreement has been duly and validly executed and delivered by Abbott, and, assuming due authorization, execution and delivery by the Mylan Parties, is a legal, valid and binding obligation of Abbott, enforceable against it in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium or other similar Laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity (regardless of whether considered in an Action at Law or in equity).
(b) Abbott and each Affiliate of Abbott that shall be a party to any Ancillary Agreement shall have the requisite corporate or similar power to enter into, execute and deliver such Ancillary Agreement, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by Abbott and each Affiliate of Abbott that shall be a party to any Ancillary Agreement of such Ancillary Agreement, the performance by Abbott and such Affiliate of their obligations under such Ancillary Agreement and the consummation by Abbott and such Affiliate of the transactions contemplated by such Ancillary Agreement shall have been duly authorized by all requisite corporate or similar action on the part of Abbott and such Affiliate by the time such Ancillary Agreement is executed and delivered. No later than the Closing, each Ancillary Agreement to be executed and delivered at the Closing to which Abbott or any Affiliate of Abbott shall be a party shall be duly and validly executed and delivered by such Person and, assuming the due execution and delivery thereof by the other parties thereto, at the Closing shall constitute a legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium or other similar Laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity (regardless of whether considered in Action at Law or in equity).
Appears in 2 contracts
Sources: Business Transfer Agreement and Plan of Merger (Abbott Laboratories), Business Transfer Agreement and Plan of Merger (Mylan Inc.)
Authorization. (a) Southside The Company has the all requisite corporate power and authority to enter into execute and deliver this Agreement and the Southside and Allegiant Voting Agreements, Additional Agreements to which it is a party and to carry out its obligations under the Southside and Allegiant Voting Agreements and, subject to the approval of this Agreement, the Merger and the transactions contemplated thereby by the shareholders of Southside and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and consummate the transactions contemplated hereby and thereby is thereby, in the affirmative vote case of the holders of at least two-thirds Merger, subject to receipt of the outstanding shares of Southside Common Stock entitled to vote at a meeting called for such purposeCompany Stockholder Approval. The execution, execution and delivery and performance by the Company of this Agreement and the Southside and Allegiant Voting Additional Agreements by Southside to which it is a party and the consummation by Southside the Company of the transactions contemplated hereby and thereby in accordance with and subject to the terms of this Agreement and the Southside and Allegiant Voting Agreements have been duly authorized by all necessary corporate action on the part of the Company. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Company Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which the Company is a party have been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto, this Agreement and the Additional Agreements to which the Company is a party constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”).
(b) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the Board of Directors of Southside. Each the Company, the Board of Directors of the Southside Company has (i) approved the execution, delivery and Allegiant Voting Agreements and, subject to performance by the approval Company of Southside's shareholders and subject to the receipt of such approvals of the Regulatory Authorities as may be required by statute or regulation, this Agreement, the Additional Agreements to which it is a valid party and binding obligation of Southside enforceable against Southside in accordance with its respective terms. Southside's Board of Directors has taken all actions so that none of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated hereby.
(b) Neither the execution nor delivery nor performance by Southside of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside of the transactions contemplated hereby or and thereby, nor compliance by Southside with including the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Agreements to which it is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests of the Company and the Company Stockholders; (iii) directed that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement. The affirmative vote or written consent of Persons holding a majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any of the provisions hereof holders of Company Common Stock or thereof, will (i) violate, conflict with, any other class or result in a breach series of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any capital stock of the properties or assets of Southside or any Company that is necessary to adopt this Agreement and approve the Merger and the consummation of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assets.
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreementhereby.
Appears in 2 contracts
Sources: Merger Agreement (Goldenstone Acquisition Ltd.), Merger Agreement (Abri SPAC I, Inc.)
Authorization. (a) Southside The Company has the all requisite corporate power and authority to enter into execute and deliver this Agreement and the Southside and Allegiant Voting Agreements, and to carry out its obligations under the Southside and Allegiant Voting Agreements and, subject to obtaining the approval Requisite Stockholder Approval, to consummate the transactions contemplated hereby and to perform its obligations hereunder. Assuming the accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 4.19, except as set forth in Section 3.05(b), the execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (including the Merger) have been duly authorized by all necessary corporate action on the part of the Company and no additional corporate action or proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (including the Merger), other than obtaining the Requisite Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Applicable Law affecting or relating to creditors’ rights generally and (ii) is subject to general principles of equity ((i) and (ii), collectively, the “Enforceability Limitations”).
(b) At a meeting duly called and held prior to the execution of this Agreement, the Merger Company Board unanimously (i) determined that this Agreement and the transactions contemplated thereby by hereby, including the shareholders of Southside and the Regulatory AuthoritiesMerger, to carry out its obligations under are advisable, (ii) determined that this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger Agreement and the transactions contemplated hereby hereby, including the Merger, are fair to and thereby is in the best interests of the Company and its stockholders, (iii) approved this Agreement and the transactions contemplated hereby, including the Merger, (iv) directed that the adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Company Stockholder Meeting and (v) subject to Section 6.02, resolved to recommend that the holders of shares of Company Common Stock adopt this Agreement in accordance with the applicable provisions of Delaware Law.
(c) Assuming the accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 4.19, the affirmative vote of the holders of at least two-thirds a majority of the outstanding shares of Southside Company Common Stock entitled voting to vote at a meeting called for such purpose. The execution, delivery and performance of adopt this Agreement (the “Requisite Stockholder Approval”) is the only vote of the holders of any class or series of capital stock of the Company necessary (under Applicable Law or the Company’s certificate of incorporation or bylaws) to consummate the Merger and the Southside and Allegiant Voting Agreements by Southside and the consummation by Southside of the transactions contemplated hereby and thereby in accordance with and subject to the terms of this Agreement and the Southside and Allegiant Voting Agreements have been duly authorized by the Board of Directors of Southside. Each of the Southside and Allegiant Voting Agreements and, subject to the approval of Southside's shareholders and subject to the receipt of such approvals of the Regulatory Authorities as may be required by statute or regulation, this Agreement, is a valid and binding obligation of Southside enforceable against Southside in accordance with its respective terms. Southside's Board of Directors has taken all actions so that none of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated hereby.
(b) Neither the execution nor delivery nor performance by Southside of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside of the transactions contemplated hereby or thereby, nor compliance by Southside with any of the provisions hereof or thereof, will (i) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assets.
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Bioceres Crop Solutions Corp.), Merger Agreement (Marrone Bio Innovations Inc)
Authorization. (a) Southside The Company has the all requisite corporate power and authority to enter into this Agreement and the Southside and Allegiant Voting Agreementsauthority, and has taken all corporate action necessary, to carry out its obligations under the Southside execute, deliver and Allegiant Voting Agreements and, subject to the approval of perform this Agreement, the Merger and the transactions contemplated thereby by the shareholders of Southside and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and consummate the transactions contemplated hereby and thereby to perform its obligations hereunder. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized and approved by the board of directors of the Company. No other proceedings on the part of the Company are necessary to authorize this Agreement and the transactions contemplated hereby, other than the Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by the Representatives, Parent and Acquisition Sub, is the valid and binding obligation of the Company, enforceable against it in accordance with its terms, except as enforcement may be limited by the General Enforceability Exceptions and except insofar as the availability of equitable remedies may be limited by applicable law.
(b) The affirmative vote of the holders of at least two-thirds (i) a majority of the outstanding shares of Southside Company Capital Stock (other than shares of Company Non-Voting Common Stock Stock) with each holder of Series A Shares or Series B Shares being entitled to cast the number of votes equal to the number of whole Common Shares into which such Series A Shares or Series B Shares are convertible as of the record date for determining stockholders entitled to vote at on the matter, (ii) a meeting called for such purpose. The executionmajority of the outstanding Series A Shares, delivery and performance (iii) a majority of the outstanding Series B Shares, are the only votes necessary to be obtained from the holders of any class or series of the capital stock of the Company to approve this Agreement and the Southside and Allegiant Voting Agreements by Southside and the consummation by Southside Merger (such affirmative vote, whether at a meeting of stockholders of the transactions contemplated hereby and thereby Company, however called, or in accordance connection with and subject to the terms of this Agreement and the Southside and Allegiant Voting Agreements have been duly authorized by the Board of Directors of Southside. Each any written consent of the Southside and Allegiant Voting Agreements and, subject to the approval of Southside's shareholders and subject to the receipt of such approvals stockholders of the Regulatory Authorities as may Company, shall herein be required by statute or regulation, this Agreement, is a valid and binding obligation of Southside enforceable against Southside in accordance with its respective terms. Southside's Board of Directors has taken all actions so that none of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated hereby.
(b) Neither the execution nor delivery nor performance by Southside of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside of the transactions contemplated hereby or thereby, nor compliance by Southside with any of the provisions hereof or thereof, will (i) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assetsas “Stockholder Approval”).
(c) Other than in connection or in compliance with the provisions The board of directors of the Missouri StatuteCompany, the Securities Act of 1933at a meeting duly called and held, as amended, has unanimously duly adopted resolutions (i) determining that this Agreement and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated hereby, including the Merger, are advisable and are fair to and in the best interest of the Stockholders, (ii) approving this Agreement and the transactions contemplated hereby, including the Merger, which approval satisfies in full the requirements of the DGCL that the Agreement be approved by the Company’s board of directors, and (iii) resolving to recommend approval and adoption of this AgreementAgreement by the Stockholders in connection with the Stockholder Consent.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Carpenter Technology Corp), Merger Agreement (Carpenter Technology Corp)
Authorization. (a1) Southside Each of the Company and the Bank has the full legal right, corporate power and authority to enter into this Agreement and the Southside and Allegiant Voting Agreements, other agreements referenced herein to which it will be a party and to carry out its obligations under the Southside hereunder and Allegiant Voting Agreements and, subject to the approval of this Agreement, the Merger and the transactions contemplated thereby by the shareholders of Southside and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and the transactions contemplated hereby and thereby is the affirmative vote of the holders of at least two-thirds of the outstanding shares of Southside Common Stock entitled to vote at a meeting called for such purposethereunder. The execution, delivery and performance of this Agreement and the Southside other agreements referenced herein to which each of the Company and Allegiant Voting Agreements by Southside the Bank will be a party and the consummation by Southside of the transactions contemplated hereby and thereby in accordance with and subject to the terms of this Agreement and the Southside and Allegiant Voting Agreements have been duly authorized by the Board Boards of Directors of Southside. Each each of the Southside Company and Allegiant Voting Agreements the Bank. This Agreement has been, and the other agreements referenced herein to which they will be a party, when executed, will be, duly and validly executed and delivered by the Company and the Bank and, subject to the approval of Southside's shareholders assuming due authorization, execution and subject to the receipt of such approvals of the Regulatory Authorities as may be required delivery by statute or regulation, this AgreementPurchaser, is and will be a valid and binding obligation of Southside each of the Company and the Bank enforceable against Southside each of the Company and the Bank in accordance with its respective termsterms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). Southside's Board No other corporate proceedings are necessary for the execution and delivery by the Company or the Bank of Directors has taken all actions so that none of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement and the other agreements referenced herein to which it will be a party, the performance by them of their obligations hereunder and thereunder or the consummation by them of the transactions contemplated hereby, subject to receipt of the approval by the Company’s shareholders of the Shareholder Proposal. Except as set forth in Section 2.2(d) of the Company Disclosure Schedule, the only vote of the shareholders of the Company required in connection with the approval of the Shareholder Proposal is the affirmative vote of the holders of not less than a majority of the outstanding Common Stock entitled to vote at the meeting at which such a vote is taken. All shares of Common Stock outstanding on the record date for a meeting at which a vote is taken with respect to the Shareholder Proposal shall be eligible to vote on such proposal.
(b2) Neither the execution nor and delivery nor performance by Southside the Company or the Bank of this Agreement or the Southside or Allegiant Voting AgreementsAgreement, nor the consummation by Southside of the transactions contemplated hereby or therebyhereby, nor compliance by Southside the Company or the Bank with any of the provisions hereof or thereofhereof, will (iA) violate, conflict with, or result in a breach of any provisions provision of, or constitute a default (or an event whichthat, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or result in the loss of any benefit or creation of any right on the part of any third party under, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, of any Lien Liens upon any of the material properties or assets of Southside the Company, the Bank or any of the Southside Subsidiaries Subsidiary under any of the terms, conditions or provisions of (xi) its Articles of Incorporation, charter or By-Laws bylaws (or similar governing documents) or the certificate of incorporation, charter, bylaws or other governing instrument of any Subsidiary or (yii) except as set forth in Section 2.2(d) of the Company Disclosure Schedule, and except for defaults that would not have nor reasonably be expected to have a Material Adverse Effect, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside the Company, the Bank or any of the Southside Subsidiaries Subsidiary is a party or by which it may be bound, including without limitation the trust preferred securities issued by ▇▇▇▇▇▇ County Capital Trust I, ▇▇▇▇▇▇ County Capital Trust II, GreenBank Capital Trust I, Civitas Statutory Trust I, Cumberland Capital Statutory Trust II or the related indentures (collectively, the “Trust Preferred Securities”), or to which Southside the Company, the Bank or any of the Southside Subsidiaries Subsidiary or any of the properties or assets of Southside the Company, the Bank or any of the Southside Subsidiaries Subsidiary may be subject, or (iiB) subject except for violations that would not have nor reasonably be expected to compliance with have a Material Adverse Effect, assuming the statutes and regulations consents referred to in subsection (cSection 2.2(f) of this Section 2.04are duly obtained, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation Law applicable to Southside the Company, the Bank or any of the Southside Subsidiaries Subsidiary or any of their respective properties or assets.
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Investment Agreement (North American Financial Holdings, Inc.), Investment Agreement (Green Bankshares, Inc.)
Authorization. (a) Southside has All corporate action on the corporate power part of the Company and authority to enter into this Agreement its officers, directors and stockholders necessary for the Southside authorization, execution and Allegiant Voting Agreements, and to carry out its obligations under the Southside and Allegiant Voting Agreements and, subject to the approval delivery of this Agreement, the Merger performance of all obligations of the Company to be performed by it at or before the Closings hereunder, and the transactions contemplated thereby authorization, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken or will be taken prior to the Initial Closing, including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the shareholders of Southside Company's stockholders and the Regulatory Authoritiesfiling of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, including the Merger approval of such an amendment by the Company's Board of Directors and the transactions contemplated hereby and thereby is the affirmative vote of Company's stockholders, including the holders of at least two-thirds the Series X Preferred Stock and the holders of the outstanding shares Series Y Preferred Stock, and the filing of Southside Common Stock entitled an instrument necessary to vote at a meeting called for implement such purpose. The executionan amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), delivery (iii) and performance (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement and the Southside and Allegiant Voting Agreements by Southside and the consummation by Southside of the transactions contemplated hereby and thereby in accordance with and subject to the terms of this Agreement and the Southside and Allegiant Voting Agreements have been duly authorized by the Board of Directors of Southside. Each of the Southside and Allegiant Voting Agreements and, subject to the approval of Southside's shareholders and subject to the receipt of such approvals of the Regulatory Authorities as may be required by statute or regulation, this Agreement, is constitutes a valid and legally binding obligation of Southside the Company, enforceable against Southside in accordance with its respective terms. Southside's Board of Directors has taken all actions so that none of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated hereby.
(b) Neither the execution nor delivery nor performance by Southside of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside of the transactions contemplated hereby or thereby, nor compliance by Southside with any of the provisions hereof or thereof, will except (i) violateas limited by applicable bankruptcy, conflict withinsolvency, or result in a breach reorganization, moratorium, and other laws of any provisions of, or constitute a default (or an event which, with notice or lapse general application affecting enforcement of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or creditors' rights generally and (ii) subject as limited by laws and principles relating to compliance with the statutes and regulations referred to in subsection (c) availability of this Section 2.04specific performance, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assets.
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review byinjunctive relief, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreementother equitable remedies.
Appears in 2 contracts
Sources: Note and Warrant Purchase Agreement (DSL Net Inc), Note and Warrant Purchase Agreement (DSL Net Inc)
Authorization. (a) Southside Seller has the corporate full power and authority to enter into execute, deliver and perform this Agreement and each of the Southside and Allegiant Voting Agreements, Additional Agreements to which it is a party and to carry out its obligations under the Southside and Allegiant Voting Agreements and, subject to the approval of this Agreement, the Merger and the transactions contemplated thereby by the shareholders of Southside and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and consummate the transactions contemplated hereby and thereby is the affirmative vote of the holders of at least two-thirds of the outstanding shares of Southside Common Stock entitled to vote at a meeting called for such purposethereby. The execution, delivery and performance of this Agreement and the Southside and Allegiant Voting Additional Agreements by Southside Seller have been duly and validly authorized and approved by Seller’s board of directors. No other corporate proceedings on the part of Seller are necessary to authorize the consummation by Southside of the transactions contemplated hereby and thereby in accordance with and subject to the terms of by this Agreement and the Southside Additional Agreements. This Agreement has been, and Allegiant Voting Agreements have been the Additional Agreements, upon execution and delivery by Seller, will be duly authorized authorized, executed and delivered by Seller and constitute, or upon execution and delivery will constitute, as the Board of Directors of Southside. Each of the Southside and Allegiant Voting Agreements andcase may be, subject to the approval of Southside's shareholders and subject to the receipt of such approvals of the Regulatory Authorities as may be required by statute or regulationlegal, this Agreement, is a valid and binding obligation obligations of Southside Seller, enforceable against Southside Seller in accordance with its respective their terms. Southside's Board , except (i) as such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights, and (ii) as the remedy of Directors has taken all actions so that none specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or court before which any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated herebyproceeding therefor may be brought.
(b) Neither Except as set forth on Schedule 4.2, neither the execution nor execution, delivery nor and performance by Southside of this Agreement or any of the Southside or Allegiant Voting Agreements, Additional Agreements nor the consummation by Southside of any of the transactions contemplated hereby or thereby, thereby nor compliance by Southside with any or fulfillment of the terms, conditions and provisions hereof or thereof, will thereof will: (i) violate, conflict with or result in the breach of any provision of the articles and memorandum of association of Seller, (ii) violate or conflict with any Requirement of Laws or Governmental Order applicable to Seller, (iii) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under any agreement listed (xor required to be listed) its Articles on Schedule 4.9, or result in the creation or imposition of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or Encumbrance upon any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subjectPurchased Assets, or (iiiv) subject to compliance with require the statutes and regulations referred to in subsection (c) of this Section 2.04approval, violate any judgmentconsent, rulingauthorization or act of, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assets.
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals making by Seller of any other Regulatory Authority, no notice todeclaration, filing or registration with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this AgreementPerson.
Appears in 2 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (Nuvasive Inc)
Authorization. (a1) Southside The Company has the corporate power and authority to enter into this Agreement and the Southside and Allegiant Voting Agreements, and to carry out its obligations under the Southside and Allegiant Voting Agreements and, subject to the approval of this Agreement, the Merger and the transactions contemplated thereby by the shareholders of Southside and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and the transactions contemplated hereby and thereby is the affirmative vote of the holders of at least two-thirds of the outstanding shares of Southside Common Stock entitled to vote at a meeting called for such purposehereunder. The execution, delivery and performance of this Agreement and by the Southside and Allegiant Voting Agreements by Southside Company and the consummation by Southside of the transactions contemplated hereby and thereby in accordance with and subject to the terms of this Agreement and the Southside and Allegiant Voting Agreements have been duly and unanimously authorized by the Board of Directors of SouthsideDirectors. Each of This Agreement has been duly and validly executed and delivered by the Southside and Allegiant Voting Agreements Company and, subject to assuming due authorization, execution and delivery by the approval of Southside's shareholders and subject to the receipt of such approvals of the Regulatory Authorities as may be required by statute or regulation, this AgreementInvestor, is a valid and binding obligation of Southside the Company enforceable against Southside the Company in accordance with its respective terms. Southside's Except for the Required Company Stockholder Vote, no other corporate proceedings are necessary for the execution and delivery by the Company of this Agreement, the performance by it of its obligations hereunder or the consummation by it of the transactions contemplated hereby. The only vote of the stockholders of the Company required to approve any of the transactions contemplated herein is an affirmative vote of (A) a majority of the stockholders voting at a stockholders meeting to approve the issuance of the Second Tranche for purposes of Rule 5635(b) and Rule 5635(d) of the NASDAQ Marketplace Rules (the “Share Issuance”), provided that the total votes cast at the meeting represent over 50% in interest of all securities entitled to vote (the “Required Share Issuance Vote”); and (B) a majority of the stockholders outstanding and entitled to vote on the record date for a meeting to approve the amendment of the Company’s Certificate of Incorporation (the “Charter Amendment” and, together with the Share Issuance, the “Mandatory Voting Proposals” and, collectively with the Option Plan Amendment (as defined below), the “Company Voting Proposals”) to increase the number of authorized shares of Common Stock to 95,000,000 (the “Required Charter Amendment Vote” and, together with the Required Share Issuance Vote, the “Required Company Stockholder Vote”), provided that, if the Required Share Issuance Vote in favor of the Share Issuance is obtained but the Required Charter Amendment Vote in favor of the Charter Amendment is not obtained (the “Preferred Stock Issuance Event”), the Investor shall be entitled to receive a combination of Common Stock and Series F Preferred Stock in the amounts and upon the terms set forth in Section 1.1(a). To the Company’s knowledge, all shares of Common Stock, Series B Preferred Stock and Series E Preferred Stock outstanding on the record date for a meeting at which a vote is taken with respect to the Company Voting Proposals shall be eligible to vote on the Charter Amendment and the Option Plan Amendment and all shares outstanding other than those issued to the Investor at the Initial Closing shall be eligible to vote on the Share Issuance. The Board of Directors has taken all actions so unanimously adopted a resolution declaring the Charter Amendment advisable and directing that none it be recommended to the stockholders of the RightsCompany for approval at the Special Meeting.
(2) Neither the execution and delivery by the Company of this Agreement, Article Twelve nor the consummation of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated hereby.
(b) Neither the execution nor delivery nor performance by Southside of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside of the transactions contemplated hereby or thereby, nor compliance by Southside the Company with any of the provisions hereof or thereofhereof, will (iA) violate, conflict with, or result in a breach of any provisions provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, of any Lien upon any of the material properties or assets of Southside the Company or any of the Southside Subsidiaries Company Subsidiary under any of the terms, conditions or provisions of (xi) its Articles subject in the case of Incorporationthe authorization and issuance of the Second Tranche to receipt of the Required Company Stockholder Vote or the occurrence of the Preferred Stock Issuance Event, charter the Certificate of Incorporation or Company By-Laws (or similar governing documents) or the certificate of incorporation, charter, bylaws or other governing instrument of any Company Subsidiary or (yii) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside the Company or any of the Southside Subsidiaries Company Subsidiary is a party or by which it may be bound, or to which Southside the Company or any of the Southside Subsidiaries Company Subsidiary or any of the properties or assets of Southside the Company or any of the Southside Subsidiaries Company Subsidiary may be subject, or (iiB) except as set forth in Section 2.2(d)(2) of the Disclosure Schedule, subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.042.2(e), violate any law, statute, ordinance, rule, regulation, permit, concession, grant, franchise or any judgment, ruling, order, writ, injunction, decree, statute, rule injunction or regulation decree applicable to Southside the Company or any of the Southside Subsidiaries Company Subsidiary or any of their respective properties or assetsassets except in the case of clauses (A)(ii) and (B) for such violations, conflicts and breaches as would not reasonably be expected to have a Company Material Adverse Effect.
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Investment Agreement, Investment Agreement (Empire Resorts Inc)
Authorization. (a) Southside The Company has the all necessary corporate power and authority to enter into execute and deliver this Agreement and each Ancillary Agreement to which the Southside and Allegiant Voting Agreements, Company is a party and to carry out perform its obligations under the Southside hereunder and Allegiant Voting Agreements and, subject thereunder and to the approval of this Agreement, the Merger and the transactions contemplated thereby by the shareholders of Southside and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and consummate the transactions contemplated hereby and thereby is the affirmative vote of the holders of at least two-thirds of the outstanding shares of Southside Common Stock entitled to vote at a meeting called for such purposethereby. The execution, delivery and performance by the Company of this Agreement, each Ancillary Agreement and the Southside and Allegiant Voting Agreements by Southside to which it is a party, and the consummation by Southside it of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized and approved by all necessary action on the part of the Company. This Agreement has been, and each Ancillary Agreement to be executed and delivered by the Company at the Closing will be, duly and validly executed and delivered by the Company and assuming due authorization, execution and delivery thereof by the other Parties hereto, will constitute the valid and binding agreement of the Company, enforceable against the Company in accordance with and their respective terms, subject in the case of enforceability to the terms of this Agreement and the Southside and Allegiant Voting Agreements have been duly authorized by the Board of Directors of SouthsideEnforceability Exceptions. Each Section 3.3 Capitalization . Schedule 3.3 of the Southside Company Disclosure Schedule sets forth for the Company and Allegiant Voting Agreements andeach of its Subsidiaries, subject to the approval of Southside's shareholders and subject to the receipt of such approvals as of the Regulatory Authorities as may be required by statute or regulationdate hereof, this Agreement, is a valid and binding obligation all of Southside enforceable against Southside in accordance with its respective terms. Southside's Board of Directors has taken all actions so that none (a) the equity interests of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 Company and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated hereby.
its Subsidiaries that are issued and outstanding and (b) Neither the execution nor delivery nor performance by Southside of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside all of the transactions contemplated hereby Rights with respect to the Company and each of its Subsidiaries that are issued and outstanding (indicating in each case the owner of such equity interests or thereby, nor compliance by Southside with any Rights). All of the provisions hereof or thereofissued and outstanding equity interests of the Company and each of its Subsidiaries are duly authorized and validly issued, will (i) violate, conflict with, or result in a breach and no such issuance of interest has violated the rights of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result Person. Except as disclosed in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any Schedule 3.3 of the properties Company Disclosure Schedule, (a) there are no outstanding Rights, contingent or assets otherwise, relating to the equity interests of Southside the Company or any of the Southside Subsidiaries under any its Subsidiaries, and (b) there are no outstanding warrants, options, purchase rights, subscription rights, rights of first refusal, calls, convertible or exchangeable securities or other commitments, Contracts or other agreements of the termsSeller, conditions or provisions of (x) the Company, its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties Affiliates to issue, sell, purchase, return or assets.
(c) Other than in connection redeem any shares of capital stock or in compliance with the provisions other equity interests of the Missouri StatuteCompany or any of its Subsidiaries, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the or securities or blue sky laws obligations of any kind convertible into any shares of the various states capital stock or filings, consents, reviews, authorizations, approvals or exemptions required under other equity interests of the BHCA, the FDI Act Company or any required approvals of its Subsidiaries. There are no proxies, voting agreements, profit participation features, equity appreciation rights, phantom equity options or other Contracts or arrangements to which the Seller or any other Regulatory Authority, no notice to, filing with, exemption of its Affiliates is a party or review by, or authorization, consent or approval of, any public body or authority is necessary for otherwise obligated relating to the consummation by Southside equity interests of the transactions contemplated by this AgreementCompany or any of its Subsidiaries.
Appears in 1 contract
Authorization. (a) Southside Liberty, Scotia Capital, and each Bank or other Person that has the corporate power entered into an Assignment and authority Acceptance and has agreed in such Assignment and Acceptance that Scotia Capital shall act as its Purchaser Agent, has appointed Scotia Capital as its Purchaser Agent to enter into take such action as agent on its behalf and to exercise such powers under this Agreement and the Southside and Allegiant Voting Agreements, and as are delegated to carry out its obligations under the Southside and Allegiant Voting Agreements and, subject to the approval of this Agreement, the Merger and the transactions contemplated thereby such Purchaser Agent by the shareholders of Southside and the Regulatory Authoritiesterms hereof, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and the transactions contemplated hereby and thereby is the affirmative vote of the holders of at least two-thirds of the outstanding shares of Southside Common Stock entitled to vote at a meeting called for together with such purpose. The execution, delivery and performance of this Agreement and the Southside and Allegiant Voting Agreements by Southside and the consummation by Southside of the transactions contemplated hereby and thereby in accordance with and subject to the terms of this Agreement and the Southside and Allegiant Voting Agreements have been duly authorized by the Board of Directors of Southside. Each of the Southside and Allegiant Voting Agreements and, subject to the approval of Southside's shareholders and subject to the receipt of such approvals of the Regulatory Authorities powers as may be required by statute or regulation, this Agreement, is a valid and binding obligation of Southside enforceable against Southside in accordance with its respective terms. Southside's Board of Directors has taken all actions so that none of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated herebyare reasonably incidental thereto.
(b) Neither the execution nor delivery nor performance by Southside of PNC, and each Bank or other Person that has entered into an Assignment and Acceptance and has agreed in such Assignment and Acceptance that PNC shall act as its Purchaser Agent, has appointed PNC as its Purchaser Agent to take such action as agent on its behalf and to exercise such powers under this Agreement or as are delegated to such Purchaser Agent by the Southside or Allegiant Voting Agreementsterms hereof, nor the consummation by Southside of the transactions contemplated hereby or thereby, nor compliance by Southside together with any of the provisions hereof or thereof, will (i) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assetssuch powers as are reasonably incidental thereto.
(c) Other than in connection or in compliance with the provisions of the Missouri StatuteGotham, the Securities Act of 1933, as amendedMUFG, and each Bank or other Person that has entered into an Assignment and Acceptance and has agreed in such Assignment and Acceptance that MUFG shall act as its Purchaser Agent, has appointed MUFG as its Purchaser Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to such Purchaser Agent by the rules terms hereof, together with such powers as are reasonably incidental thereto.
(d) Truist and regulations thereunder (collectivelyeach Bank or other Person that has entered into an Assignment and Acceptance and has agreed in such Assignment and Acceptance that Truist shall act as its Purchaser Agent, has appointed Truist as its Purchaser Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to such Purchaser Agent by the "Securities Act")terms hereof, the Securities Exchange Act of 1934, together with such powers as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreementare reasonably incidental thereto.
Appears in 1 contract
Sources: Receivables Purchase Agreement (United Rentals North America Inc)
Authorization. (a) Southside The Company and each of its Subsidiaries, as applicable, has the corporate right, power and authority capacity to enter into execute and deliver this Agreement (in the case of the Company) and each Company Ancillary Document to which such Company or Subsidiary is a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement has been and the Southside Company Ancillary Documents have been (or will be as of the Closing Date) duly executed and Allegiant Voting Agreementsdelivered by the Company and constitute the valid and binding agreements of the Company enforceable against the Company in accordance with their terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar Laws affecting or relating to enforcement of creditors’ rights generally, and to carry out its obligations under the Southside and Allegiant Voting Agreements and, (ii) is subject to the approval general principles of this Agreementequity (regardless of whether enforceability is considered in a proceeding at law or in equity).
(b) At a meeting duly called and held on October 5, 2004, the Merger Board of Directors of the Company in accordance with the applicable provisions of the DGCL, the Certificate of Incorporation, the Bylaws and other governing documents of the Company (i) adopted a resolution approving, authorizing and adopting the Merger, this Agreement and the transactions contemplated thereby by and hereby, and (ii) submitted, declared advisable and recommended for approval the shareholders of Southside and the Regulatory AuthoritiesMerger, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger Agreement and the transactions contemplated hereby thereby and thereby is the affirmative vote of hereby, to the holders of at least two-thirds shares of Company Stock. Upon completion of the outstanding actions described in Section 6.19 hereof, then, to the extent required by applicable Law, the DGCL, the Certificate of Incorporation, the Bylaws, contractual obligations, and other governing documents of the Company, the Equity Holders holding the requisite number of shares of Southside Common Company Stock entitled to vote at a meeting called for such purpose. The shall have approved the execution, delivery and performance of this Agreement and the Southside and Allegiant Voting Agreements by Southside Company Ancillary Documents and the consummation by Southside of the transactions contemplated hereby and thereby pursuant to written consent and in accordance with the requirements of the DGCL, the Certificate of Incorporation, the Bylaws and subject other governing documents of the Company. A certificate of the secretary of the Company certifying each approval described in this Section 4.2(b) and attaching the applicable written consents is attached hereto as Schedule 4.2(b). The Board of Directors and shareholder actions contemplated by this Section 4.2(b) and Section 6.19 of this Agreement constitute the only corporate or shareholder action on the part of the Company required to approve, authorize and adopt the terms of Merger, this Agreement and the Southside transactions contemplated thereby and Allegiant Voting Agreements have been duly authorized by hereby under the Board of Directors of Southside. Each of DGCL, the Southside and Allegiant Voting Agreements and, subject to the approval of Southside's shareholders and subject to the receipt of such approvals of the Regulatory Authorities as may be required by statute or regulation, this Agreement, is a valid and binding obligation of Southside enforceable against Southside in accordance with its respective terms. Southside's Board of Directors has taken all actions so that none of the Rights, Article Twelve of Southside's Articles Certificate of Incorporation, Sections 351.407 the Bylaws and 351.459 other governing documents of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated herebyCompany.
(b) Neither the execution nor delivery nor performance by Southside of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside of the transactions contemplated hereby or thereby, nor compliance by Southside with any of the provisions hereof or thereof, will (i) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assets.
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreement.
Appears in 1 contract
Authorization. (a) Southside Such Seller has the corporate power all requisite power, capacity, and authority to enter into execute and deliver this Agreement and each of the Southside and Allegiant Voting Agreements, Transaction Agreements to which such Seller is a party and to carry out its perform such Seller’s respective obligations under the Southside hereby and Allegiant Voting Agreements and, subject to the approval of this Agreement, the Merger and the transactions contemplated thereby by the shareholders of Southside and the Regulatory Authorities, to carry out its obligations under this Agreementthereby. The only shareholder vote required for Southside to approve this Agreement, the Merger execution and the transactions contemplated hereby and thereby is the affirmative vote of the holders of at least two-thirds of the outstanding shares of Southside Common Stock entitled to vote at a meeting called for delivery by such purpose. The execution, delivery and performance Seller of this Agreement and the Southside and Allegiant Voting Agreements by Southside each other Transaction Agreement to which such Seller is a party, and the consummation by Southside of the transactions contemplated hereby and thereby in accordance with thereby, have been duly and subject validly authorized by all necessary action on the part of such Seller, and no other or further action or proceeding on the part of such Seller is necessary to authorize the terms execution and delivery by such Seller of this Agreement and the Southside and Allegiant Voting Agreements have consummation by such Seller of the transactions contemplated hereby. This Agreement has been duly authorized and validly executed and delivered by such Seller and, assuming the Board due and valid authorization, execution and delivery of Directors of Southside. Each this Agreement by each of the Southside other Sellers, the Merger Sub, Parent and Allegiant Voting Agreements andthe Company, subject to the approval of Southside's shareholders and subject to the receipt of such approvals of the Regulatory Authorities as may be required by statute or regulation, this Agreement, is constitutes a valid and binding obligation of Southside such Seller, enforceable against Southside such Seller in accordance with its respective terms. Southside's Board of Directors has taken all actions so that none of the Rightsterms and conditions, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply subject to the Merger or this Agreement or the transactions contemplated herebyBankruptcy Exception.
(b) Neither Such Clarity Seller has all requisite power, capacity, and authority to execute and deliver this Agreement and each of the Transaction Agreements to which such Clarity Seller is a party and to perform such Clarity Seller’s respective obligations hereby and thereby. The execution nor and delivery nor performance by Southside such Clarity Seller of this Agreement or the Southside or Allegiant Voting Agreementsand each other Transaction Agreement to which such Clarity Seller is a party, nor and the consummation by Southside of the transactions contemplated hereby or and thereby, nor compliance have been duly and validly authorized by Southside with any all necessary action on the part of such Clarity Seller, and no other or further action or proceeding on the provisions hereof or thereof, will (i) violate, conflict with, or result in a breach part of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in such Clarity Seller is necessary to authorize the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or execution and delivery by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) such Clarity Seller of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assets.
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, Agreement and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside such Clarity Seller of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Clarity Seller and, assuming the due and valid authorization, execution and delivery of this AgreementAgreement by each of the other Clarity Sellers, the Merger Sub, Parent and the Company, constitutes a valid and binding obligation of such Clarity Seller, enforceable against such Clarity Seller in accordance with its terms and conditions, subject to the Bankruptcy Exception.
Appears in 1 contract
Sources: Plan of Merger and Securities Purchase Agreement (Valens Company, Inc.)
Authorization. (a) Southside has Purchaser and Elutions - Europe, as applicable, have the requisite corporate power and authority to enter into into, execute and deliver this Agreement and each of the Southside and Allegiant Voting Agreements, other Transaction Documents to which it is a party and to carry out its obligations under the Southside and Allegiant Voting Agreements and, subject to the approval of this Agreement, the Merger and the transactions contemplated thereby by the shareholders of Southside and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and consummate the transactions contemplated hereby and thereby is the affirmative vote of the holders of at least two-thirds of the outstanding shares of Southside Common Stock entitled to vote at a meeting called for such purposethereby. The executionexecution and delivery by Purchaser and Elutions - Europe, delivery and performance as applicable, of this Agreement and each of the Southside other Transaction Documents to which it is a party and Allegiant Voting Agreements the compliance by Southside Purchaser and Elutions - Europe, as applicable, with each of the provisions of this Agreement and each of the Transaction Documents to which it is a party (including the consummation by Southside Purchaser or Elutions - Europe, as applicable, of the transactions contemplated hereby and thereby in accordance with thereby) (a) are within the corporate power and subject authority of Purchaser and Elutions - Europe, as applicable, and (b) have been duly and validly authorized by all necessary corporate action on the part of Purchaser and Elutions - Europe, as applicable and no other corporate proceedings on the part of Purchaser or Elutions - Europe, as applicable, pursuant to Law or otherwise are necessary to authorize the terms execution and delivery of this Agreement and the Southside and Allegiant Voting Agreements have been duly authorized by the Board of Directors of Southside. Each each of the Southside other Transaction Documents to which it is a party or to consummate the transactions contemplated hereunder or thereunder. This Agreement has been, and Allegiant Voting Agreements andeach of the other Transaction Documents to which it is a party when executed and delivered by Purchaser and/or Elutions - Europe, subject as applicable, shall be, duly and validly executed and delivered by Purchaser or Elutions - Europe, as applicable. Assuming due authorization, execution and delivery by Company and Cartesian, as applicable, of the Transaction Documents to the approval of Southside's shareholders which it is a party, this Agreement constitutes, and subject to the receipt each of such approvals of the Regulatory Authorities other Transaction Documents when executed and delivered by Purchaser and/or Elutions - Europe, as may be required by statute or regulationapplicable, this Agreementshall constitute, is a valid and binding obligation agreement of Southside Purchaser or Elutions - Europe, as applicable, enforceable against Southside Purchaser and/or Elutions - Europe, as applicable, in accordance with its respective terms. Southside's Board of Directors has taken all actions so that none of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply except to the Merger or this Agreement or the transactions contemplated hereby.
(b) Neither the execution nor delivery nor performance extent enforceability may be limited by Southside of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside of the transactions contemplated hereby or thereby, nor compliance by Southside with any of the provisions hereof or thereof, will (i) violatebankruptcy, conflict withinsolvency, and other similar laws (including court decisions) now or result hereafter in a breach effect and affecting the rights and remedies of any provisions of, creditors generally or constitute a default (or an event which, with notice or lapse providing for the relief of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or debtors generally and (ii) subject to compliance with the statutes and regulations referred to general principles of equity (regardless of whether such remedies are sought in subsection (c) of this Section 2.04a proceeding in equity, violate any judgment, ruling, order, writ, injunction, decree, statute, rule admiralty or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assetsat law).
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Investment Agreement (Management Network Group Inc)
Authorization. (a) Southside has The execution, delivery and performance by the corporate power and authority to enter into Company of this Agreement and the Southside Transaction Documents (to which it is a party to) and Allegiant Voting Agreementsthe consummation by the Company of the transactions contemplated hereby and thereby are within the corporate powers of the Company and have been duly authorized by all necessary corporate action on the part of Company to the extent required by their respective Organizational Documents, and applicable Laws or any Contract to carry out which it is a party or by which its obligations under the Southside and Allegiant Voting Agreements and, securities are bound (subject to the approval Company Shareholders’ Approval and any governmental authorization described in Section 4.3). This Agreement has been duly executed and delivered by the Company and it constitutes, and upon their execution and delivery, the Transaction Documents (to which it is a party to) will constitute, a valid and legally binding agreement of the Company, enforceable against it in accordance with their representative terms. The Company Shareholders’ Approval is the only vote of any of Company Shares necessary in connection with the consummation of the transactions contemplated in this Agreement, including the Closing.
(b) The board of directors of the Company has, as of the date of this Agreement, by duly adopted resolutions, unanimously (i) declared the advisability of the transactions contemplated by this Agreement and the Transaction Documents, (ii) determined that this Agreement, the Plan of Merger, the Merger and the transactions contemplated thereby by this Agreement are advisable and in the shareholders best interests of Southside the Company and the Regulatory AuthoritiesCompany Shareholders, to carry out its obligations under (iii) approved this Agreement. The only shareholder vote required for Southside , the Merger, the Plan of Merger and the transactions contemplated by this Agreement (subject to the Company Shareholders’ Approval and any governmental authorization described in Section 4.3), (iv) resolved to recommend that the Company Shareholders approve this Agreement, the Merger, the Plan of Merger and the transactions contemplated hereby and thereby is the affirmative vote of the holders of at least two-thirds of the outstanding shares of Southside Common Stock entitled to vote at a meeting called for such purpose. The execution, delivery and performance of this Agreement and the Southside and Allegiant Voting Agreements by Southside and the consummation by Southside of the transactions contemplated hereby and thereby in accordance with and subject to the terms of this Agreement and the Southside and Allegiant Voting Agreements have been duly authorized by the Board of Directors of Southside. Each of the Southside and Allegiant Voting Agreements and, subject to the approval of Southside's shareholders and subject to the receipt of such approvals of the Regulatory Authorities as may be required by statute or regulation, this Agreement, is a valid and binding obligation of Southside enforceable against Southside in accordance with its respective terms. Southside's Board of Directors has taken all actions so that none of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated hereby.
(b) Neither the execution nor delivery nor performance by Southside of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside of the transactions contemplated hereby or thereby, nor compliance by Southside with any of the provisions hereof or thereof, will (i) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assets.
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside of the transactions contemplated by this Agreement, and (v) directed that the adoption of this Agreement and the Plan of Merger and the consummation of the transactions contemplated in this Agreement be submitted to the Company Shareholders for the Company Shareholders’ Approval.
Appears in 1 contract
Sources: Merger Agreement (Future Vision II Acquisition Corp.)
Authorization. ENFORCEABILITY; ABSENCE OF CONFLICTS; REQUIRED CONSENTS.
(a) Southside has the corporate power and authority to enter into this Agreement and the Southside and Allegiant Voting Agreements, and to carry out its obligations under the Southside and Allegiant Voting Agreements and, subject to the approval of this Agreement, the Merger and the transactions contemplated thereby by the shareholders of Southside and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and the transactions contemplated hereby and thereby is the affirmative vote of the holders of at least two-thirds of the outstanding shares of Southside Common Stock entitled to vote at a meeting called for such purpose. The execution, delivery and performance by the Seller of this Agreement and the Southside and Allegiant Voting Agreements by Southside each other Transaction Document to which it is a party, and the consummation by Southside effectuation of the Acquisition and the other transactions contemplated hereby and thereby in accordance with and subject to the terms of this Agreement thereby, are within its corporate or partnership power under its Charter Documents and the Southside applicable Governmental Requirements of its Organization State and Allegiant Voting Agreements have been duly authorized by the Board all proceedings, including actions permitted to be taken in lieu of Directors of Southside. Each proceedings, required under its Charter Documents and those Governmental Requirements.
(b) This Agreement has been, and each of the Southside other Transaction Documents to which the Seller is a party, when executed and Allegiant Voting Agreements anddelivered to Apple will have been, duly executed and delivered by the Seller and is, or when so executed and delivered will be, the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and (ii) subject to the approval general principles of Southside's shareholders and subject to the receipt equity (regardless of such approvals whether that enforceability is considered in a proceeding in equity or at law).
(c) Except as set forth in Section 4.03 of the Regulatory Authorities Disclosure Statement, the execution, delivery and performance in accordance with their respective terms by the Seller of the Transaction Documents to which it is a party have not and will not (i) violate, breach or constitute a default under (A) the Charter Documents, if any, of the Seller and the Seller Subsidiaries, (B) any Governmental Requirement applicable to any of the Seller and the Seller Subsidiaries or (C) any Material Agreement of the Seller, (ii) result in the acceleration or mandatory prepayment of any Indebtedness, or any Guaranty not constituting Indebtedness, of the any of the Seller and the Seller Subsidiaries or afford any holder of any of that Indebtedness, or any beneficiary of any of those Guaranties, the right to require any of the Seller and the Seller Subsidiaries to redeem, purchase or otherwise acquire, reacquire or repay any of that Indebtedness, or to perform any of those Guaranties, (iii) cause or result in the imposition of, or afford any Person the right to obtain, any Lien upon any property or assets of any of the Seller and the Seller Subsidiaries (or upon revenues, income or profits of any of the Seller and the Seller Subsidiaries therefrom) or (iv) result in the revocation, cancellation, suspension or material modification, in any single case or in the aggregate, of any Governmental Approval possessed by any of the Seller and the Seller Subsidiaries at the date hereof and necessary for the ownership or lease or the operation of its properties or the carrying on of its business as now conducted, including any necessary Governmental Approval under each applicable Environmental Law and Professional Code.
(d) Except (i) for filings of the Registration Statement under the Securities Act and the SEC order declaring the Registration Statement effective under the Securities Act and (ii) as may be required by statute or regulation, this Agreement, is a valid and binding obligation of Southside enforceable against Southside in accordance with its respective terms. Southside's Board of Directors has taken all actions so that none of the Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and 351.459 of the Missouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement HSR Act or the transactions contemplated hereby.
(b) Neither the execution nor delivery nor performance by Southside of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside of the transactions contemplated hereby or thereby, nor compliance by Southside with any of the provisions hereof or thereof, will (i) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assets.
(c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), the state securities or blue sky laws laws, no Governmental Approvals are required to be obtained, and no reports or notices to or filings with any Governmental Authority are required to be made, by any of the various states Seller and the Seller Subsidiaries for the execution, delivery or filings, consents, reviews, authorizations, approvals or exemptions required under performance by the BHCASeller of the Transaction Documents to which it is a party, the FDI Act enforcement against the Seller of its obligations thereunder or any required approvals of any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Southside effectuation of the Acquisition and the other transactions contemplated by this Agreementthereby.
Appears in 1 contract