Corporate Authorization; Validity of Agreement; Necessary Action. Parent and Purchaser have the corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Parent and Purchaser and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary action on the part of Parent and Purchaser, and, assuming the due authorization, execution and delivery thereof by the Company and each of the Company Preferred Stockholders, constitutes a valid and legally binding agreement of Parent and Purchaser enforceable against each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Galderma Laboratories, Inc.), Agreement and Plan of Merger (Collagenex Pharmaceuticals Inc), Preferred Stock Purchase and Voting Agreement (Galderma Laboratories, Inc.)
