Authority, Conflicts, Consents. (a) The Company has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms.
Authority, Conflicts, Consents. (a) Sellers are duly authorized to execute, deliver and consummate the transactions contemplated by this Agreement and at the Closing Date (as defined below), no action will be necessary on the part of Sellers to make this Agreement valid and binding on Sellers and enforceable against Sellers in accordance with its terms.
Authority, Conflicts, Consents. (a) Lanacom has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Lanacom, except for the approval of this Agreement and the Amalgamation by holders of Lanacom Common Shares, which approval is a closing condition to the Amalgamation as set forth in Section 6.1(a) of this Agreement. This Agreement has been duly executed and delivered by Lanacom and constitutes the valid and binding obligation of Lanacom, enforceable in accordance with its terms.
Authority, Conflicts, Consents. (a) The execution by each Seller of this Agreement and all other agreements to be entered into by such Seller at or prior to Closing as contemplated by this Agreement (the "Ancillary Agreements") shall, as applicable, have been duly authorized and approved by the Board of Directors of such Seller, and at the Closing no further corporate or shareholder action will be necessary to make this Agreement or any Ancillary Agreement valid and binding on such Seller. The execution, delivery and consummation of this Agreement and the Ancillary Agreements by such Seller (i) does not now and will not, with the passage of time, the giving of notice or otherwise, result in a material violation or breach of, or constitute a material default under, any term or provision of any indenture, mortgage, deed of trust, lease, instrument, order, judgment, decree, rule, regulation, law, contract, agreement or any other restriction to which such Seller or the Companies are a party or to which any of them or any of their respective assets are subject or bound at Closing, (ii) will not result in the creation of any material lien or other charge upon any assets of the Companies, and (iii) will not result in any acceleration or termination of any loan or security interest agreement to which such Seller or the Companies are a party or to which any of them or any of their respective assets are subject or bound.
Authority, Conflicts, Consents. (a) Servicesoft has all requisite corporate power and authority to enter into this Agreement and the Transaction Documents and to consummate the transactions contemplated hereby and thereby, including the issuance of the Purchased Shares (and any Common Shares issuable upon conversion thereof). The execution, delivery and performance of this Agreement, the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, including the issuance of the Purchased Shares (and any Common Shares issuable upon conversion thereof), have been duly authorized by all necessary corporate and other action on the part of Servicesoft. This Agreement and each of the Transaction Documents have been duly executed and delivered by Servicesoft and each constitutes a valid and binding obligation, enforceable in accordance with their respective terms.
Authority, Conflicts, Consents. (a) Each of the Sellers has all requisite power and authority to execute and deliver this Agreement and the other Operative Documents and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the other Operative Documents, the performance by each Seller of their obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of each Seller. Each of this Agreement and the other Operative Documents has been, or will have been at the Closing, duly executed and delivered by each Seller and constitutes, or will constitute as of the Closing, the valid and binding obligation of each Seller, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar federal or state laws affecting the rights of creditors.
Authority, Conflicts, Consents. (a) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby (other than, with respect to the Merger, the approval and adoption of the terms of this Agreement and the Merger by the holders of two-thirds of both the Company Class A Common Stock and the Company Class B Common Stock (the "Company Stockholder Approval")). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company (in each case, other than with respect to this Agreement and the Merger, the Company Stockholder Approval). This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms.
Authority, Conflicts, Consents. Company has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Company, the performance by Company of its obligations hereunder, and the consummation by Company of the transactions contemplated hereby, have been duly authorized by all necessary corporate and stockholder action on the part of Company. This Agreement has been duly executed and delivered by Company and constitutes the valid and binding obligation of Company, enforceable against Company in accordance with its terms. The execution and delivery of this Agreement by Company does not, and the performance by Company of its obligations hereunder and the consummation by Company of the transactions contemplated hereby will not, conflict with, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under (i) any provision of the Certificate of Incorporation or Bylaws of the Company, as amended to date, or (ii) any material mortgage, indenture, lease, contract or other agreement or instrument, permit, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Company or its assets and properties. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality (“Governmental Entity”) is required by or with respect to Company in connection with the execution and delivery of this Agreement by Company, the performance by Company of its obligations hereunder, or the consummation by Company of the transactions contemplated hereby.
Authority, Conflicts, Consents. Each of AudioCodes and Purchaser has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance by each of AudioCodes and Purchaser of its obligations hereunder, and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of each of AudioCodes and Purchaser. This Agreement has been duly executed and delivered by each of AudioCodes and Purchaser and constitutes the valid and binding obligation of each of AudioCodes and Purchaser, enforceable against each of AudioCodes and Purchaser in accordance with its terms. The execution and delivery of this Agreement does not, and the performance by each of AudioCodes and Purchaser of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under (i) any provision of the Articles of Association and corporate documents of each of AudioCodes and Purchaser, as amended and in effect as of the date hereof, or (ii) any material mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to each of AudioCodes and Purchaser or its properties or assets. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is required by or with respect to Purchaser or AudioCodes in connection with the execution and delivery of this Agreement by Purchaser or AudioCodes, the performance by Purchaser or AudioCodes of its obligations hereunder, or the consummation by Purchaser or AudioCodes of the transactions contemplated hereby, except for (i) any filings as may be required under applicable state “blue sky” securities laws and the securities laws, and (ii) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not have a Material Adverse Effect on Purchaser or AudioCodes and would not prevent, materially alter or delay any of the transactions contemplated by this Agreement.
Authority, Conflicts, Consents. (a) Each of the Sellers and Compass Shareholders has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of each Seller and Compass Shareholder. This Agreement has been duly executed and delivered by each Seller and Compass Shareholder and constitutes the valid and binding obligation of each Seller and Compass Shareholder, enforceable in accordance with its terms. Execution of this Agreement by the Sellers and the Compass Shareholders constitutes requisite consent of each Seller’s stock or equity holders.
