Due Authorization; Noncontravention. (a) The Company has all requisite corporate power and authority to enter into this Agreement and the Company Related Agreements and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement, the Company Related Agreements (if required) and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by the Company Board. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. The Company Board, by resolutions duly authorized (and not thereafter modified or rescinded) by the unanimous vote of the Company Board, has approved and adopted this Agreement and the Company Related Agreements (if required) and has approved the Merger, determined that this Agreement, the Ancillary Agreements and the terms and conditions of the Merger, this Agreement and the Company Related Agreements are advisable and in the best interests of the Company and Company Stockholders. The affirmative votes of (i) the holders of not less than a majority of the outstanding shares of Company Common Stock and Company Preferred Stock (voting together with the holders of Company Common Stock as a single class on an as-converted to Company Common Stock basis) and (ii) the holders of not less than a majority of the outstanding shares of Company Series A Preferred Stock, Series B Preferred Stock and Series B-1 Preferred Stock (voting as separate voting classes) are the only votes of the holders of the Company Capital Stock necessary to adopt this Agreement and approve the Merger (the “Minimum Company Stockholder Approval”). The execution of the Company Stockholder Consent by the Major Stockholders is sufficient to obtain the Minimum Company Stockholder Approval.
Due Authorization; Noncontravention. The execution, delivery and performance by Purchaser of this Agreement and each of the documents contemplated hereby to which the Purchaser is a party are within Purchaser’s power, have been duly approved and authorized by all necessary action and do not contravene or constitute a default under the constitutive documents of Purchaser or of applicable law or regulation or of any agreement, judgment, injunction, order, decree or other instrument binding upon Purchaser. This agreement is a legal, valid and binding agreement of Purchaser enforceable in accordance with its terms.
Due Authorization; Noncontravention. Execution, delivery and performance by Borrower of this Agreement, each of the Loan Documents, and any and all other documents and instruments required under this Agreement and/or to which it is a party or is otherwise bound are within the corporate powers of Borrower, have been duly authorized by all necessary corporate action and are not in contravention of law or the terms of Borrower's Articles of Incorporation, Bylaws, or other constitutional documents or any agreement to which Borrower is a party or by which it is bound.
Due Authorization; Noncontravention. Each of ViroPharma's and VCO's execution, delivery and performance of this Settlement Agreement has been duly authorized by all corporate action required to be taken on the part of ViroPharma and VCO, as applicable, and will not violate, conflict with or result in a default (with or without notice or lapse of time or both) under (A) ViroPharma's or VCO's charter or bylaws, as applicable, (B) any law, rule or regulation applicable to ViroPharma or VCO or any of their respective properties, as applicable, (C) any provision of any order, injunction, judgment or decree of any court or governmental instrumentality entered against or binding upon ViroPharma or VCO or any of their respective properties, as applicable, or (D) any material mortgage, indenture, contract or agreement or instrument to which ViroPharma or VCO, as applicable, is a party or by which ViroPharma or VCO or any of their respective properties, as applicable, is legally bound.
Due Authorization; Noncontravention. Aventis' execution, delivery and performance of this Settlement Agreement has been duly authorized by all corporate action required to be taken on the part of Aventis and will not violate, conflict with or result in a default (with or without notice or lapse of time or both) under (A) Aventis' charter or bylaws, (B) any law, rule or regulation applicable to Aventis or any of its properties, (C) any provision of any order, injunction, judgment or decree of any court or governmental instrumentality entered against or binding upon Aventis or any of its properties, or (D) any material mortgage, indenture, contract or agreement or instrument to which Aventis is a party or by which Aventis or any of its properties is legally bound.
Due Authorization; Noncontravention. The execution, delivery and performance by the Company and each Guarantor of this Amendment, the Intercreditor Agreement and the Pledge Agreement Amendments have been duly authorized by all necessary corporate or limited liability company action, as applicable, and do not and will not (i) contravene the terms of the charter and by-laws or other organizational documents of the Company or any Guarantor, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien (other than the Liens created by the Security Documents) under, any document evidencing any contractual obligation to which any such Person is a party or any order, injunction, writ or decree of any governmental authority binding on any such Person or its property, or (iii) violate any applicable law binding on or affecting any such Person.
Due Authorization; Noncontravention. (a) Acquiror and Merger Sub each has all requisite corporate power and authority to enter into this Agreement and the Acquiror Related Agreements and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Acquiror Related Agreements, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by Acquiror’s and Merger Sub’s respective board of directors, and as required, approved by the stockholders of Acquiror. This Agreement has been duly executed and delivered by Acquiror and Merger Sub and constitutes the valid and binding obligation of Acquiror and Merger Sub, enforceable against Acquiror and Merger Sub in accordance with its terms, subject only to the effect, if any, of the Applicable Exceptions.
Due Authorization; Noncontravention. ViroPharma’s execution, delivery and performance of this Settlement Agreement has been duly authorized by all corporate action required to be taken on the part of ViroPharma and will not violate, conflict with or result in a default (with or without notice or lapse of time or both) under (A) ViroPharma’s charter or bylaws, as applicable, (B) any law, rule or regulation applicable to ViroPharma, (C) any provision of any order, injunction, judgment or decree of any court or governmental instrumentality entered against or binding upon ViroPharma, or (D) any material mortgage, indenture, contract or agreement or instrument to which ViroPharma is a party or by which ViroPharma is legally bound.
Due Authorization; Noncontravention. PCAS’ execution, delivery and performance of this Settlement Agreement has been duly authorized by all corporate action required to be taken on the part of PCAS and will not violate, conflict with or result in a default (with or without notice or lapse of time or both) under (A) PCAS’ charter or bylaws, (B) any law, rule or regulation applicable to PCAS or any of its properties, (C) any provision of any order, injunction, judgment or decree of any court or governmental instrumentality entered against or binding upon PCAS or any of its properties, or (D) any material mortgage, indenture, contract or agreement or instrument to which PCAS is a party or by which PCAS or any of its properties is legally bound.
Due Authorization; Noncontravention. The execution, delivery and performance by the Company and each Guarantor of this Amendment, the Agreement as amended hereby, the Notes, the Guaranties, the Intercreditor Agreement and the Security Documents have in each case been duly authorized by all necessary corporate or limited liability company action, as applicable, and do not and will not (i) contravene the terms of the charter and by-laws or other organizational documents of the Company, any Guarantor, Western Power Services, Inc. or Western Gas Resources Canada Company, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien (other than the Liens created by the Security Documents) under, any document evidencing any contractual obligation to which any such Person is a party or any order, injunction, writ or decree of any governmental authority binding on any such Person or its property, or (iii) violate any applicable law binding on or affecting any such Person.
