Corporate Power and Authority; Due Authorization. IFM has full corporate power and authority, and each of the Stockholders has full power and authority, to execute and deliver this Agreement and each of the Closing Documents to which IFM or any Stockholder is or will be a party and to consummate the Transactions. Each Stockholder represents and warrants that such Stockholder is the lawful owner of, and has good and marketable title to, the number of shares of IFM's outstanding capital stock as shown on Schedule 5.2 as being owned by such Stockholder, free and clear of any mortgage, pledge, claim, lien, charge, encumbrance or other right in any third party to purchase, vote or direct the voting of, any shares thereof. The directors of IFM and the Stockholders have duly approved and authorized the execution and delivery of this Agreement and each of the Closing Documents and the consummation of the Transactions, and no other corporate proceedings other than approval of the Transactions by the Stockholders is necessary to approve the Transactions. Assuming that this Agreement and each of the Closing Documents to which CryoLife or Newco is a party constitutes a valid and binding agreement of CryoLife or Newco, this Agreement and each of the Closing Documents to which IFM and/or any Stockholder is a party constitutes, or will constitute when executed and delivered, a valid and binding agreement of IFM and/or such Stockholder, as the case may be, in each case enforceable in accordance with its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency or other similar laws relating to the enforcement of creditors' rights generally and by the application of general principles of equity. The duly elected officers and directors of IFM are set forth on Schedule 5.2 attached hereto. Copies of the Articles of Incorporation, the Bylaws and all minutes of IFM are contained in the minute books of IFM, and any stock certificates not outstanding are contained in the stock book of IFM. True, correct and complete copies of the minute books and stock book of IFM have been delivered or made available to CryoLife.
Corporate Power and Authority; Due Authorization. The execution, delivery and performance by Funding Recipient of this Agreement and the Security Agreement have been duly authorized by all necessary corporate action by Funding Recipient and do not and will not: (a) require any consent or approval of any Governmental Authorities or other Person, except such consents and approvals as have been secured by Funding Recipient and are in effect on the date of this Agreement; (b) contravene the charter or by-laws of Funding Recipient; (c) violate any provision of, or require any filing, registration, consent or approval under, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Funding Recipient; (d) result in a breach of, or constitute a default or require any consent under, any indenture or agreement, lease or instrument to which Funding Recipient is a party or its properties may be bound or affected, including, without limitation, any of the Transactional Documents; (e) cause Funding Recipient to be in violation of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award, or in default under any such indenture, agreement, lease or instrument, including, without limitation, any of the Transactional Documents; or (f) result in or require the creation or imposition of a Lien, upon or with respect to any of the properties or interests now owned or hereafter acquired by Funding Recipient, except for Liens in favor of the City.
Corporate Power and Authority; Due Authorization. The execution, delivery and performance by Funding Recipient of this Agreement and the Security Agreement have been duly authorized by all necessary corporate action and do not and will not:
Corporate Power and Authority; Due Authorization. Seller has full corporate power and authority to execute and deliver this Agreement and each of the Transaction Documents to which Seller is or will be a party and to consummate the transactions contemplated hereby. "Transaction Documents" means each of the agreements, documents and instruments referenced in this Agreement to be executed and delivered by Seller. Prior to the Closing, the directors and the stockholders of Seller shall have duly approved and authorized the execution and delivery of this Agreement and each of the Transaction Documents to which Seller is or will be a party and the consummation of the transactions contemplated hereby and thereby, and no other corporate proceedings shall then be necessary. Assuming that this Agreement and each of the Transaction Documents to which Purchaser is a party constitutes a valid and binding agreement of the Purchaser, this Agreement and each of the Transaction Documents constitutes, or will constitute when executed and delivered, a valid and binding agreement of Seller, in each case enforceable in accordance with its terms, subject to laws of general application in effect affecting creditors' rights and subject to the exercise of judicial discretion in accordance with general equitable principles.
Corporate Power and Authority; Due Authorization. Purchaser has full corporate power and authority to execute and deliver this Agreement and each of the Closing Documents to which Purchaser is or will be a party and to consummate the Transactions. The Board of Directors of Purchaser has duly approved and authorized the execution and delivery of this Agreement and each of the Closing Documents to which it is or will be a party and the consummation of the Transactions and has resolved to submit the Merger to and recommend approval of the Merger by the stockholders of Purchaser, and, except for shareholder approval, no other corporate proceedings on the part of Purchaser are necessary to approve and authorize the execution and delivery of this Agreement and such Closing Documents and the consummation of the Transactions. Assuming that this Agreement and each of the Closing Documents to which Purchaser is a party constitutes a valid and binding agreement of Company and/or Parent, as the case may be, this Agreement and each of the Closing Documents to which Purchaser is a party constitutes, or will constitute when executed and delivered, a valid and binding agreement of Purchaser in each case enforceable against Purchaser in accordance with its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency or other similar laws relating to the enforcement of creditors' rights generally and by the application of general principles of equity.
Corporate Power and Authority; Due Authorization. The Company has full corporate power and authority to execute and deliver this Agreement and each of the Closing Documents to which the Company is or will be a party and to consummate the Transactions. The Board of Directors of the Company at a meeting duly called and held has determined that the Merger is advisable and in the best interest of the Company and has approved it, and has recommended it to the Company's stockholders. The directors of the Company have also duly approved and authorized the execution and delivery of this Agreement and each of the Closing Documents to which the Company is or will be a party and the consummation of the Transactions, and, other than the requisite stockholder vote, no other corporate proceeding on the part of the Company is necessary to approve the Transactions. Assuming that this Agreement and each of the Closing Documents to which Purchaser is a party constitutes a valid and binding agreement of Purchaser, this Agreement and each of the Closing Documents to which the Company or Parent is or will be a party constitutes, or will constitute when executed and delivered, a valid and binding agreement of the Company or Parent, as the case may be, in each case enforceable in accordance with its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency or other similar laws relating to the enforcement of creditors' rights generally and by the application of general principles of equity. The duly elected officers and directors of the Company are set forth on Schedule 5.2 attached hereto. Copies of the Articles of Incorporation, the Bylaws and all minutes of the Company are contained in the minute books of the Company. True, correct and complete copies of the minute books of the Company have been delivered to Purchaser.
Corporate Power and Authority; Due Authorization. Purchaser has full corporate power and authority to execute and deliver this Agreement and each of the Purchaser's Transaction Documents (as defined in Section 8.4 below). Prior to the Closing, the Board of Directors of the Purchaser shall have duly approved and authorized the execution and delivery of this Agreement and each of the Purchaser's Transaction Documents (as defined in Section 8.4 below) and the consummation of the transactions contemplated hereby and thereby, and no other corporate proceedings on the part of the Purchaser are necessary to approve and authorize the execution and delivery of this Agreement and such Purchaser's Transaction Documents and the consummation of the transactions contemplated hereby and thereby. Assuming that this Agreement and each of the Purchaser's Transaction Documents constitutes a valid and binding agreement of Seller and/or the Stockholders, as the case may be, this Agreement and each of the Purchaser's Transaction Documents constitutes, or will constitute when executed and delivered, a valid and binding agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to laws of general application in effect affecting creditors' rights and subject to general equitable principles.
Corporate Power and Authority; Due Authorization. Subject to MIS Board Approval and MIS Stockholder Approval, MIS has full corporate power and authority to execute and deliver this Agreement and each of the Closing Documents to which MIS is or will be a party, to amend its Articles of Incorporation in the manner set forth in this Agreement, and to consummate the Transactions. No corporate proceeding is necessary to approve the Transactions other than MIS Board Approval and MIS Stockholder Approval. Assuming MIS Board Approval, MIS Stockholder Approval and that this Agreement and each of the Closing Documents to which VPC is a party constitutes a valid and binding agreement of VPC, this Agreement and each of the Closing Documents to which MIS is a party constitutes, or will constitute when executed and delivered, a valid and binding agreement of MIS in each case enforceable in accordance with its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency or other similar laws relating to the enforcement of creditors' rights generally and by the applicable of general principles of equity. The duly elected officers and directors of MIS and its Subsidiaries are set forth on SCHEDULE 5.2. Copies of the Articles of Incorporation, the Bylaws and all minutes of MIS and its Subsidiaries are contained in the minute books of MIS, or such Subsidiaries, respectively. True, correct and complete copies of the minute books of MIS and its Subsidiaries have been made available to VPC.
Corporate Power and Authority; Due Authorization. Company has full ------------------------------------------------ corporate power and authority to execute and deliver this Agreement and all other documents required to be entered into by the Company pursuant hereto (this Agreement and such other documents being hereinafter collectively referred to as, the "Transaction Documents") and to consummate the transactions contemplated by the Transaction Documents. This Agreement and the other Transaction Documents have been duly authorized by all necessary corporate action of the Company and, when executed and delivered, will be legal, valid and binding obligations of the Company, enforceable in accordance with their respective terms except to the extent that the enforceability hereof and thereof may be limited by bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights generally or by general principles of equity.
Corporate Power and Authority; Due Authorization. Cahas has all appropriate power and authority to execute and deliver this Agreement and to consummate all the transactions contemplated herein. No other proceedings on the part of Cahas are necessary to approve and authorize the execution and delivety of this Agreement and the consummation of the contemplated transactions. Assuming that this Agreement and each of Cahas’s Transaction Documents constitutes a valid and binding agreement of MTWD, this Agreement and each document generated and executed as a part of the contemplated transactions will constitute, when executed and delivered, a valid and binding agreement of’ Cahast enforceable against Cahas in accordance with its terms, subject to laws of general application in effect affecting creditors’ rights and subject to the exercise of judicial discretion in accordance with general equitable principles.
