Enforceability and Authority; No Conflict. (a) The execution, delivery, and performance by Buyer of this Agreement and Buyer’s Closing Documents have been duly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by Buyer and constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon execution and delivery of Buyer’s Closing Documents by Buyer, each of Buyer’s Closing Documents will constitute the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Buyer has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and Buyer’s Closing Documents and to perform its obligations under this Agreement and Buyer’s Closing Documents.
Enforceability and Authority; No Conflict. (a) This Agreement has been duly executed and delivered by each Seller and constitutes the legal, valid, and binding obligation of each Seller, enforceable against each Seller in accordance with its terms. Upon the execution and delivery of Sellers’ Closing Documents by each Seller party thereto, each Sellers’ Closing Document will constitute the legal, valid, and binding obligation of such Seller, enforceable against such Seller in accordance with its terms. Each Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver, and to perform its obligations under, this Agreement and each Sellers’ Closing Document to which it is a party.
Enforceability and Authority; No Conflict. (a) This Agreement has been duly executed and delivered by Seller and constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms. Upon the execution and delivery of Seller’s Closing Documents by Seller, Seller’s Closing Document will constitute the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms. Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver, and to perform its obligations under, this Agreement and Seller’s Closing Document to which he is a party.
Enforceability and Authority; No Conflict. (a) The execution, delivery, and performance by Buyer of this Agreement has been duly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by Buyer and constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Buyer has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement.
Enforceability and Authority; No Conflict. (a) This Agreement and the Escrow Agreement have been duly executed and delivered by Seller and each constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms. Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver, and to perform its obligations under this Agreement and the Escrow Agreement.
Enforceability and Authority; No Conflict. (a) The execution, delivery, and performance by Sellers of this Agreement have been duly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by Sellers and constitutes the legal, valid, and binding obligation of Sellers, enforceable against each Seller in accordance with its terms. Sellers have the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and to perform their obligations under this Agreement.
Enforceability and Authority; No Conflict. (a) This Agreement has been duly executed and delivered by each Acquired Company and constitutes the legal, valid, and binding obligation of each Acquired Company, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights or debtors’ obligations and to principles of equity. Upon the execution and delivery of Sellers’ Closing Documents by each Acquired Company party thereto, each Sellers’ Closing Document will constitute the legal, valid, and binding obligation of such Acquired Company, enforceable against such Acquired Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights or debtors’ obligations and to principles of equity. Each Acquired Company has the absolute and unrestricted right, power, authority, and capacity to execute and deliver, and to perform its obligations under, this Agreement and each Sellers’ Closing Document to which it is a party.
Enforceability and Authority; No Conflict. (a) The execution, delivery, and performance by Buyer of this Agreement and Buyer’s Closing Documents have been duly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by Buyer and (assuming the valid execution and delivery by the other parties thereto) constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights or debtors’ obligations and to principles of equity. Upon execution and delivery of Buyer’s Closing Documents by Buyer, each of Buyer’s Closing Documents (assuming the valid execution and delivery by the other parties thereto) will constitute the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights or debtors’ obligations and to principles of equity. Buyer has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and Buyer’s Closing Documents and to perform its obligations under this Agreement and Buyer’s Closing Documents.
Enforceability and Authority; No Conflict. (a) This Agreement and each other agreement to be delivered by Seller or Xxxxxx hereunder has been duly executed and delivered by Seller or Xxxxxx, respectively, and constitutes the legal, valid and binding obligation of Seller and Xxxxxx, respectively, enforceable against Seller and Xxxxxx, respectively, in accordance with its terms. Seller has the absolute and unrestricted right, power, authority, and Seller and Xxxxxx have the capacity to execute and deliver, and to perform its obligations under, this Agreement and each other agreement to be delivered by Seller or Xxxxxx hereunder to which it is a party.
Enforceability and Authority; No Conflict. (a) This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization, and similar laws of general applicability relating to or affecting creditors’ rights. The Company has the absolute and unrestricted right, power, authority, and capacity to execute and deliver, and to perform its obligations under, this Agreement. The affirmative votes of the holders of each class of Company Stock entitling them to exercise the appropriate level of the voting power for each class of Company Stock, as set forth on Schedule 4.2, on the proposal required to adopt this Agreement and approve the Merger and amend the Company’s certificate of incorporation (the “Shareholder Approval”) are the only votes of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement.
