Capacity; Authorization. The Shareholder has the power and capacity and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder.
Capacity; Authorization. The Purchaser has all legal power and authority to enter into this Agreement and to carry out its obligations hereunder. Assuming due execution and delivery by the Company of this Agreement, this Agreement will constitute a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its 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).
Capacity; Authorization. Such Securityholder has the power and capacity and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder.
Capacity; Authorization. The Purchaser has all legal power and authority to enter into this Agreement and the other Transaction Documents and to carry out its obligations hereunder and thereunder. This Agreement and each of the other Transaction Documents to which the Purchaser is a party have been duly and validly executed and delivered by the Purchaser and, assuming due execution and delivery by the Company and each other applicable party to this Agreement and the other Transaction Documents, this Agreement and each of the other Transaction Documents to which the Purchaser is a party will constitute a legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their 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).
Capacity; Authorization. The Subscriber has all legal capacity to enter into this Agreement and to carry out its obligations hereunder. Assuming due execution and delivery by the Company of this Agreement, this Agreement constitutes the legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other 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).
Capacity; Authorization. (i) If the Securityholder is a corporation; it has the requisite corporate power and capacity and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder.
Capacity; Authorization. Vendor and Cenveo have full ----------------------- corporate power and authority to execute, deliver and perform this Agreement and the Ancillary Instruments to which they are a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each of Vendor and Cenveo of this Agreement and the Ancillary Instruments to which they are or at the Closing will be a party and the consummation by Vendor and Cenveo of the transactions contemplated hereby and thereby, including without limitation the issuance to Vendor of the Initial Vendor Units, and the Over-Allotment Vendor Units, if any, pursuant to the Over-Allotment Notes: (i) have been authorized by all necessary action on the part of Vendor and Cenveo; and (ii) in the case of clauses (B) and (C) with such exceptions as are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect or a material adverse effect on the ability of Vendor or Cenveo to perform their respective obligations hereunder: do not and will not (A) violate the certificate of incorporation or bylaws of Vendor or Cenveo; or (B) constitute a default under any contract to which either of them is a party; or (C) violate any Law. This Agreement has been and, when executed and delivered at the Closing, the Ancillary Instruments to which Vendor or Cenveo (as applicable) is a party will be, duly executed and delivered by Vendor and Cenveo. This Agreement constitutes and, when executed and delivered at the Closing, the Ancillary Instruments to which Vendor or Cenveo (as applicable) is a party will constitute, the legal, valid and binding obligation of Vendor and Cenveo, enforceable against them in accordance with their respective terms, except as such enforceability may be limited by applicable laws relating to bankruptcy, insolvency, reorganization, moratorium or other similar legal requirement relating to or affecting creditors' rights generally and except as such enforceability is subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
Capacity; Authorization. (a) Each Vendor has the legal capacity and all rights to enter into this Share Purchase Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.
Capacity; Authorization. Purchaser and Rockwood have full corporate power and authority to execute, deliver and perform this Agreement, the Ancillary Agreements to which Purchaser or Rockwood, as the case may be, is a party and to consummate the transactions contemplated hereby and thereby to be consummated by Seller or Rockwood, as the case may be. The execution, delivery and performance by Purchaser and Rockwood of this Agreement and the Ancillary Agreements to which Purchaser or Rockwood, as the case may be, is a party and the consummation of the transactions contemplated hereby and thereby have been authorized by all necessary action on the part of Purchaser and Rockwood, as the case may be, and do not and will not (i) contravene or violate the certificate of incorporation or by-laws of Purchaser or Rockwood; (ii) conflict with, violate, result in a breach or termination of, result in any default under, entitle any Person (with due notice or lapse of time or both) to terminate, cancel, accelerate, modify or call a default with respect to, or require the consent of any Person under, any contract, agreement, mortgage, lien, lease, order, arbitration award, judgment or decree or other commitment to which Purchaser, Rockwood or any Affiliate of Purchaser or Rockwood is a party or by which Purchaser, Rockwood, any Affiliate of Purchaser or Rockwood or any of their Assets is bound or result in the acceleration of the due date of any liability or obligation of Purchaser, Rockwood or any Affiliate of Purchaser or Rockwood; (iii) require Purchaser, Rockwood or any Affiliate of Purchaser or Rockwood to obtain, secure or make any Approval or Consent; or (iv) conflict with, or result in a breach of, any Legal Requirement to which Purchaser, Rockwood or any Affiliate of Purchaser or Rockwood is subject. No Consent or other action by the shareholders or other security holders of Purchaser, Rockwood or any Affiliate of Purchaser or Rockwood is required in connection with the execution, delivery and performance by Purchaser or Rockwood of this Agreement or the Ancillary Agreements to which Purchaser or Rockwood is a party which has not been irrevocably and unconditionally obtained. This Agreement and the Ancillary Agreements to which Purchaser or Rockwood is a party have been duly executed and delivered by Purchaser or Rockwood, as the case may be. This Agreement and the Ancillary Agreements to which Purchaser or Rockwood is a party constitute the legal, valid and binding obligation of Purcha...
Capacity; Authorization. (a) Purchaser has full corporate power and authority to execute, deliver and perform this Agreement and the Ancillary Agreements to which Purchaser is a party and to consummate the transactions contemplated hereby and thereby to be consummated by Purchaser. The execution, delivery and performance by Purchaser of this Agreement and the Ancillary Agreements to which Purchaser is a party and the consummation of the transactions contemplated hereby and thereby to be consummated by Purchaser, have been duly authorized and approved by the board of directors of Purchaser and no other corporate proceedings on the part of Purchaser or the shareholders or other equity holders of Purchaser are necessary to authorize and approve this Agreement or the Ancillary Agreements to which Purchaser is a party and the transactions contemplated hereby and thereby to be consummated by Purchaser. This Agreement and each Ancillary Agreement to which Purchaser is a party has been duly executed and delivered by Purchaser. This Agreement and each Ancillary Agreement to which Purchaser is a party constitutes the legal, valid and binding obligation of Purchaser enforceable against Purchaser in accordance with their respective terms except as such enforceability may be limited by applicable Legal Requirements relating to bankruptcy, insolvency, reorganization, moratorium or other similar Legal Requirements relating to or affecting creditors’ rights generally and except as such enforceability is subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
