Common use of Power; Due Authorization; Binding Agreement Clause in Contracts

Power; Due Authorization; Binding Agreement. The Stockholder has all requisite legal capacity, power and authority to execute and deliver this Agreement, to perform his obligations under this Agreement, and to consummate the transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a valid and binding agreement of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting the enforcement of creditors rights generally and equitable principles of general applicability.

Appears in 25 contracts

Samples: Tender and Voting Agreement (Universal Hospital Services Inc), Tender and Voting Agreement (Universal Hospital Services Inc), Tender and Voting Agreement (Emergent Group Inc/Ny)

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Power; Due Authorization; Binding Agreement. The Such Stockholder has all requisite full legal capacity, power and authority to execute and deliver this Agreement, to perform his his, her or its obligations under this Agreement, hereunder and to consummate the transactions contemplated by this Agreementhereby. This Agreement has been duly and validly executed and delivered by the such Stockholder and constitutes a valid and binding agreement of the such Stockholder, enforceable against the such Stockholder in accordance with its terms, except as such enforcement to the extent that enforceability may be limited by subject to the effect of any applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or other similar Laws laws affecting or relating to or affecting the enforcement of creditors rights generally and equitable to general principles of general applicabilityequity.

Appears in 12 contracts

Samples: Tender and Support Agreement (Blackbaud Inc), Agreement and Plan of Merger (Millennium Pharmaceuticals Inc), Tender and Support Agreement (Lasercard Corp)

Power; Due Authorization; Binding Agreement. The Such Stockholder has all requisite full legal capacity, power and authority to execute and deliver this Agreement, to perform his its obligations under this Agreement, hereunder and to consummate the transactions contemplated by this Agreementhereby. This Agreement has been duly and validly executed and delivered by the such Stockholder and constitutes a valid and binding agreement of the such Stockholder, enforceable against the Stockholder in accordance with its terms, except as such enforcement to the extent that enforceability may be limited by subject to the effect of any applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or other similar Laws laws affecting or relating to or affecting the enforcement of creditors rights generally and equitable to general principles of general applicabilityequity.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (Teradyne, Inc), Stockholders’ Agreement (Eagle Test Systems, Inc.), Stockholders’ Agreement (Eagle Test Systems, Inc.)

Power; Due Authorization; Binding Agreement. The Stockholder has all requisite legal capacity, full power and authority to execute and deliver this Agreement, to perform his obligations under this Agreement, hereunder and to consummate the transactions contemplated by this Agreementhereby. This Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a valid and binding agreement of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as such enforcement that enforceability may be limited by subject to the effect of any applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or other similar Laws laws affecting or relating to or affecting the enforcement of creditors rights generally and equitable to general principles of general applicabilityequity.

Appears in 5 contracts

Samples: Option and Support Agreement (Macintosh Justin M), Option and Support Agreement (Rocket Software Inc), Support Agreement (Trubion Pharmaceuticals, Inc)

Power; Due Authorization; Binding Agreement. The Such Stockholder has all requisite full legal capacity, power and authority to execute and deliver this Agreement, to perform his its obligations under this Agreement, hereunder and to consummate the transactions contemplated by this Agreementhereby. This Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a valid and binding agreement of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as such enforcement that enforceability may be limited by subject to the effect of any applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or other similar Laws laws affecting or relating to or affecting the enforcement of creditors rights generally and equitable to general principles of general applicabilityequity.

Appears in 5 contracts

Samples: Voting Agreement (Lendingtree Inc), Voting Agreement (Usa Interactive), Voting Agreement (Usa Interactive)

Power; Due Authorization; Binding Agreement. The Stockholder has all requisite full legal capacity, power and authority to execute and deliver this Agreement, to perform his its obligations under this Agreement, hereunder and to consummate the transactions contemplated by this Agreementhereby. This Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a legal, valid and binding agreement of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as such enforcement that enforceability may be limited by subject to the effect of any applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or other similar Laws laws affecting or relating to or affecting the enforcement of creditors creditors’ rights generally and equitable to general principles of general applicabilityequity. The Stockholder, if a corporation, limited liability company, limited partnership or other entity, has on the date hereof provided Parent a legal opinion or other evidence reasonably satisfactory to Parent that this Agreement has been duly authorized, executed and delivered by the Stockholder.

Appears in 4 contracts

Samples: Stockholder Agreement (Wiser Oil Co), Stockholder Agreement (Forest Oil Corp), Stockholder Agreement (Forest Oil Corp)

Power; Due Authorization; Binding Agreement. The Stockholder has all requisite full legal capacity, power and authority to execute and deliver this Agreement, to perform his its obligations under this Agreement, hereunder and to consummate the transactions contemplated by this Agreementhereby. This Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a legal, valid and binding agreement of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as such enforcement that enforceability may be limited by subject to the effect of any applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or other similar Laws laws affecting or relating to or affecting the enforcement of creditors creditors' rights generally and equitable to general principles of general applicabilityequity. The Stockholder, if a corporation, limited liability company, limited partnership or other entity, has on the date hereof provided Parent a legal opinion or other evidence reasonably satisfactory to Parent that this Agreement has been duly authorized, executed and delivered by the Stockholder.

Appears in 3 contracts

Samples: Stockholder Agreement (Wiser Oil Co), Stockholder Agreement (Wiser Oil Co), Stockholder Agreement (Wiser Oil Co)

Power; Due Authorization; Binding Agreement. The Stockholder has all requisite full legal capacity, power and authority to execute and deliver this Agreement, to perform his its obligations under this Agreement, hereunder and to consummate the transactions contemplated by this Agreementhereby. This Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a valid and binding agreement of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as such enforcement to the extent that enforceability may be limited by subject to the effect of any applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or other similar Laws laws affecting or relating to or affecting the enforcement of creditors rights generally and equitable to general principles of general applicabilityequity.

Appears in 3 contracts

Samples: Tender and Support Agreement (Nabriva Therapeutics PLC), Tender Agreement (Handy & Harman Ltd.), Tender Agreement (Sl Industries Inc)

Power; Due Authorization; Binding Agreement. The Stockholder has all requisite full legal capacity, power and authority to execute and deliver this Agreement, to perform his its obligations under this Agreement, hereunder and to consummate the transactions contemplated by this Agreementhereby. This Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a valid and binding agreement of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as such enforcement that enforceability may be limited by subject to the effect of any applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or other similar Laws laws affecting or relating to or affecting the enforcement of creditors rights generally and equitable to general principles of general applicabilityequity.

Appears in 3 contracts

Samples: Voting Agreement and Irrevocable Proxy (Expedia Inc), Voting Agreement and Irrevocable Proxy (Classic Vacation Group Inc), Voting Agreement and Irrevocable Proxy (Expedia Inc)

Power; Due Authorization; Binding Agreement. The Stockholder Shareholder has all requisite legal capacity, power and authority to execute and deliver this Agreement, to perform his obligations under this Agreement, and to consummate the transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by the Stockholder Shareholder and constitutes a valid and binding agreement of the StockholderShareholder, enforceable against the Stockholder Shareholder in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting the enforcement of creditors rights generally and equitable principles of general applicability.

Appears in 2 contracts

Samples: Support Agreement (Dusa Pharmaceuticals Inc), Support Agreement (Caraco Acquisition Corp)

Power; Due Authorization; Binding Agreement. The Stockholder has all requisite legal capacity, full power and authority to execute and deliver this Agreement, to perform his her obligations under this Agreement, hereunder and to consummate the transactions contemplated by this Agreementhereby. This Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a valid and binding agreement of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as such enforcement that enforceability may be limited by subject to the effect of any applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or other similar Laws laws affecting or relating to or affecting the enforcement of creditors rights generally and equitable to general principles of general applicabilityequity.

Appears in 2 contracts

Samples: Option and Support Agreement (Macintosh Justin M), Option and Support Agreement (Rocket Software Inc)

Power; Due Authorization; Binding Agreement. The Stockholder has all requisite full legal capacity, power and authority to execute and deliver this Agreement, Agreement to perform his obligations under this Agreement, hereunder and to consummate the transactions contemplated by this Agreementhereby. This Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a valid and binding agreement of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as such enforcement that enforceability may be limited by subject to the effect of any applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or other similar Laws laws affecting or relating to or affecting the enforcement of creditors rights generally and equitable to general principles of general applicabilityequity.

Appears in 2 contracts

Samples: Voting Agreement (Utstarcom Inc), Voting Agreement and Irrevocable Proxy (Audiovox Corp)

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Power; Due Authorization; Binding Agreement. The Such Stockholder has all requisite full legal capacity, power and authority to execute and deliver this Agreement, to perform his its obligations under this Agreement, hereunder and to consummate the transactions contemplated by this Agreementhereby. This Agreement has been duly and validly executed and delivered by the such Stockholder and constitutes a valid and binding agreement of the such Stockholder, enforceable against the such Stockholder in accordance with its terms, except as to the extent that such enforcement enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws relating to or affecting the enforcement of creditors creditors’ rights generally generally, and equitable (ii) is subject to general principles of general applicabilityequity.

Appears in 2 contracts

Samples: Stockholders’ Agreement (Idm Pharma, Inc.), Stockholders’ Agreement (Palo Alto Investors, LLC)

Power; Due Authorization; Binding Agreement. The Stockholder has all requisite legal capacity, full limited liability company power and authority to execute and deliver this Agreement, to perform his its obligations under this Agreement, hereunder and to consummate the transactions contemplated by this Agreementhereby. This Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a valid and binding agreement of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as such enforcement that enforceability may be limited by subject to the effect of any applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or other similar Laws laws affecting or relating to or affecting the enforcement of creditors rights generally and equitable to general principles of general applicabilityequity.

Appears in 2 contracts

Samples: Option and Support Agreement (Rocket Software Inc), Option and Support Agreement (Corvu Corp)

Power; Due Authorization; Binding Agreement. The Stockholder has all requisite full legal capacity, power and authority to execute and deliver this Agreement, to perform his his, her or its obligations under this Agreement, hereunder and to consummate the transactions contemplated by this Agreementhereby. This Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a valid and binding agreement of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as such enforcement to the extent that enforceability may be limited by subject to the effect of any applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or other similar Laws laws affecting or relating to or affecting the enforcement of creditors rights generally and equitable to general principles of general applicabilityequity.

Appears in 2 contracts

Samples: Tender and Support Agreement, Tender and Support Agreement (Cellular Dynamics International, Inc.)

Power; Due Authorization; Binding Agreement. The Stockholder has all requisite legal capacity, full power and authority to execute and deliver this Letter Agreement, to perform his the Stockholder’s obligations under this Agreement, hereunder and to consummate the transactions contemplated by this Agreementhereby. This Letter Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a valid and binding agreement of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as such enforcement to the extent that enforceability may be limited by subject to the effect of any applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or other similar Laws laws affecting or relating to or affecting the enforcement of creditors rights generally and equitable to general principles of general applicabilityequity.

Appears in 2 contracts

Samples: Letter Agreement (Leader Capital Holdings Corp.), Letter Agreement (Leader Capital Holdings Corp.)

Power; Due Authorization; Binding Agreement. The Such Stockholder has all requisite full legal capacity, power and authority to execute and deliver this Agreement, to perform his its obligations under this Agreement, hereunder and to consummate the transactions contemplated by this Agreementhereby. This Agreement has been duly and validly executed and delivered by the such Stockholder and constitutes a valid and binding agreement of the such Stockholder, enforceable against the Stockholder in accordance with its terms, except as such enforcement that enforceability may be limited by subject to the effect of any applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or other similar Laws laws affecting or relating to or affecting the enforcement of creditors rights generally and equitable to general principles of general applicabilityequity.

Appears in 2 contracts

Samples: Support Agreement (Walgreen Co), Support Agreement (Walgreen Co)

Power; Due Authorization; Binding Agreement. The Stockholder has all requisite full legal capacity, power and authority to execute and deliver this Agreement, to perform his its obligations under this Agreement, hereunder and to consummate the transactions contemplated by this Agreementhereby. This Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a legal, valid and binding agreement of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as such enforcement that enforceability may be limited by subject to the effect of any applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or other similar Laws laws affecting or relating to or affecting the enforcement of creditors creditors' rights generally and equitable to general principles of general applicabilityequity.

Appears in 1 contract

Samples: Support Agreement (Amscan Holdings Inc)

Power; Due Authorization; Binding Agreement. The Each Stockholder has all requisite legal capacity, full corporate power and authority to execute and deliver this Agreement, to perform his its obligations under this Agreement, hereunder and to consummate the transactions contemplated by this Agreementhereby. This Agreement has been duly and validly executed and delivered by the each Stockholder and constitutes a valid and binding agreement of the each Stockholder, enforceable against the each Stockholder in accordance with its terms, except as such enforcement that enforceability may be limited by subject to the effect of any applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or other similar Laws laws affecting or relating to or affecting the enforcement of creditors rights generally and equitable to general principles of general applicabilityequity.

Appears in 1 contract

Samples: Support Agreement (Metals Usa Inc)

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