Power and Authorization Clause Samples
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Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Exchange contemplated hereby.
Power and Authorization. Borrower has the power and authority to enter into this Agreement and to execute and deliver the Note and all other Loan Documents. This Agreement and all things required by this Agreement and the other Loan Documents have been duly authorized by all requisite action of Borrower.
Power and Authorization. The execution, delivery and performance by the Purchaser of this Agreement and the consummation of the Contemplated Transactions are within the power and authority of the Purchaser and have been duly authorized by all necessary action on the part of the Purchaser. This Agreement (a) has been duly executed and delivered by the Purchaser and (b) is a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms.
Power and Authorization. It has all requisite power and authority (corporate and otherwise) to enter into this Agreement and has duly authorized by all necessary action the execution and delivery hereof by the officer or individual whose name is signed on its behalf below.
Power and Authorization. Guarantor is duly authorized and empowered to execute, deliver and perform this Guaranty Agreement and all action on Guarantor’s part requisite for the due execution, delivery and performance of this Guaranty Agreement has been duly and effectively taken.
Power and Authorization. The Holder is duly organized, validly existing and in good standing, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby.
Power and Authorization. Purchaser is duly organized, validly existing and in good standing, and has the power, authority and capacity to execute this Agreement, to perform its obligations hereunder, and to consummate the Purchase.
Power and Authorization. The Holder is duly organized, validly existing and in good standing, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Exchange contemplated hereby. If the Undersigned is executing this Agreement on behalf of Accounts, (a) the Undersigned has all requisite discretionary and contractual authority to enter into this Agreement on behalf of, and bind, each Account, and (b) Exhibit A hereto is a true, correct and complete list of (i) the name of each Account, (ii) the principal amount of such Account’s Exchanged Notes, (iii) the principal amount of Holders’ New Notes to be issued to such Account in respect of its Exchanged Notes, and (iv) the portion of the Cash Payment to be made to such Account in respect of the accrued interest on its Exchanged Notes.
Power and Authorization. The Borrower and each Guarantor is duly authorized and empowered to execute, deliver, and perform its obligations under each Loan Document and all corporate or other action on the part of each of the Borrower and each Guarantor requisite for the due execution, delivery, and performance of each Loan Document has been duly and effectively taken.
Power and Authorization. (a) The Company has all requisite power and authority necessary for the execution, delivery and performance by it of this Agreement and each Ancillary Agreement to which the Company is (or with respect to Ancillary Agreements to be entered into at the Closing, will be) a party and to consummate the Contemplated Transactions, subject only to the receipt of the Company Stockholder Approval. The Company has duly authorized by all necessary action the execution, delivery and performance of this Agreement and each such Ancillary Agreement to which it is or will be a party and the consummation of the Contemplated Transactions (subject only to the receipt of the Company Stockholder Approval). Each of this Agreement and each Ancillary Agreement to which the Company is or will be a party (i) has been (or, in the case of such Ancillary Agreements to be entered into at Closing, will be when executed and delivered) duly executed and delivered by the Company and (ii) assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitutes (or in the case of such Ancillary Agreements to be entered into at the Closing, will constitute when executed and delivered) the legal, valid and binding obligation of the Company, Enforceable against the Company in accordance with its terms.
(b) When executed and delivered, the Company Stockholder Approval shall constitute all of the votes, consents and approvals required of the Stockholders for the authorization, execution and delivery by the Company of this Agreement and the Ancillary Agreements to which the Company is or will be a party and the performance by the Company of the Merger and the other Contemplated Transactions. The receipt of the Company Stockholder Approval in accordance with Section 6.6 will constitute the valid and effective approval by the Stockholders pursuant to and in accordance with the DGCL and the Company’s Organizational Documents.