Common use of Corporate Authority; Non-contravention Clause in Contracts

Corporate Authority; Non-contravention. NAS has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by NAS and the consummation by NAS of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of NAS. This Agreement has been duly executed and when delivered by NAS shall constitute a valid and binding obligation of NAS, enforceable against NAS in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally or by general principles of equity. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or "put" right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of NAS under (i) its articles of incorporation, bylaws, or other charter documents; (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to NAS, its properties or assets; or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to NAS, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to NAS or could not prevent, hinder or materially delay the ability of NAS to consummate the transactions contemplated by this Agreement.

Appears in 5 contracts

Samples: Share Exchange Agreement (NAS Acquisition Inc), Share Exchange Agreement (NAS Acquisition Inc), Amended And (NAS Acquisition Inc)

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