Common use of Authority for this Agreement Clause in Contracts

Authority for this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining any necessary stockholder approval of the agreement of merger (as such term is used in Section 251 of the DGCL) contained in this Agreement, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated, other than, with respect to the Merger, the approval and adoption of the agreement of merger (as such term is used in Section 251 of the DGCL) contained in this Agreement by the holders of a majority of the outstanding Shares prior to the consummation of the Merger (unless the Merger is consummated pursuant to Section 253 of the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by Parent and Purchaser, constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (National Discount Brokers Group Inc), Agreement and Plan of Merger (Deutsche Bank Ag\), Agreement and Plan of Merger (Deutsche Bank Ag\)

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Authority for this Agreement. The Company has all necessary the requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining any necessary stockholder approval of the agreement of merger (as such term is used in Section 251 of the DGCL) contained in this Agreement, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated, other than, with respect to the Merger, than the approval and adoption of the agreement of merger (as such term is used in Section 251 of the DGCL) contained in this Agreement and the approval of the Merger by the holders of a majority of the outstanding Shares prior to the consummation of the Merger (unless the Merger is consummated pursuant to Section 253 of the DGCL)Shares. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by constitutes a valid and binding obligation of each of the Parent and Purchaserthe Sub, constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding in equity or at law).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (New Grancare Inc), Agreement and Plan of Merger (Chase Equity Associates L P), Agreement and Plan of Merger (Living Centers of America Inc)

Authority for this Agreement. The Company has all necessary the requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining any necessary stockholder approval of the agreement of merger (as such term is used in Section 251 of the DGCL) contained in this Agreement, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated, other than, with respect to the Merger, than the approval and adoption of the agreement of merger (as such term is used in Section 251 of the DGCL) contained in this Agreement and the approval of the Merger by the holders of a majority of the outstanding Shares prior to the consummation shares of the Merger (unless the Merger is consummated pursuant to Section 253 of the DGCL)Company Common Stock. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by constitutes a valid and binding obligation of each of the Parent and Purchaserthe Sub, constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding in equity or at law).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Living Centers of America Inc), Agreement and Plan of Merger (New Grancare Inc), Agreement and Plan of Merger (Living Centers of America Inc)

Authority for this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining any necessary stockholder shareholder approval of the agreement of merger (as such term is used in Section 251 of the DGCL) contained in this Agreement, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated, other than, with respect to the Merger, the approval and adoption of the agreement of merger (as such term is used in Section 251 of the DGCL) contained in this Agreement by the holders of a majority at least two-thirds of the outstanding Shares prior to the consummation of the Merger (unless the Merger is consummated pursuant to Section 253 of the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by Parent Purchaser and PurchaserParent, constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that its enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, moratorium or other laws relating to or affecting creditors' rights generally and by general principles of equity.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Compusa Inc)

Authority for this Agreement. The Company has all necessary the requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining any necessary stockholder approval of the agreement of merger (as such term is used in Section 251 of the DGCL) contained in this Agreement, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated, other than, with respect to the Merger, than the approval and adoption of the agreement of merger (as such term is used in Section 251 of the DGCL) contained in this Agreement and the approval of the Merger by the holders of a majority of the outstanding Shares prior to the consummation shares of the Merger (unless the Merger is consummated pursuant to Section 253 of the DGCL)Company Common Stock. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by constitutes a valid and binding obligation of each of the Parent and Purchaserthe Sub, constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms., except as such enforceability may be limited by applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding in equity or at law). Section 3.04

Appears in 1 contract

Samples: And Restated Agreement and Plan of Merger (New Grancare Inc)

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Authority for this Agreement. a) The Company has all necessary corporate the requisite power and authority to execute and deliver this Agreement and, subject to obtaining any necessary stockholder approval of the agreement of merger (as such term is used in Section 251 of the DGCL) contained in this Agreement, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors Trust Managers of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated, other than, with respect to the Merger, than the approval and adoption of the agreement plan of merger (as such term is used in Section 251 of the DGCLREIT Act) contained in this Agreement and the approval of the Merger by the holders of a majority not less than 66β…”% of the outstanding Shares. The approval and adoption of the plan of merger contained in this Agreement and the approval of the Merger by holders of not less than 66β…”% of the outstanding Shares prior to are the only votes of the holders of the Company's capital stock necessary in connection with the consummation of the Merger (unless the Merger is consummated pursuant to Section 253 of the DGCL)Merger. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by Parent constitutes a valid and Purchaserbinding obligation of Equity One, constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding in equity or at law).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Equity One Inc)

Authority for this Agreement. (a) The Company has all necessary corporate the requisite power and authority to execute and deliver this Agreement and, subject to obtaining any necessary stockholder approval of the agreement of merger (as such term is used in Section 251 of the DGCL) contained in this Agreement, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors Trust Managers of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated, other than, with respect to the Merger, than the approval and adoption of the agreement plan of merger (as such term is used in Section 251 of the DGCLREIT Act) contained in this Agreement and the approval of the Merger by the holders of a majority not less than 66.% of the outstanding Shares. The approval and adoption of the plan of merger contained in this Agreement and the approval of the Merger by holders of not less than 66.% of the outstanding Shares prior to are the only votes of the holders of the Company's capital stock necessary in connection with the consummation of the Merger (unless the Merger is consummated pursuant to Section 253 of the DGCL)Merger. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by Parent constitutes a valid and Purchaserbinding obligation of Equity One, constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding in equity or at law).

Appears in 1 contract

Samples: Agreement and Plan of Merger (United Investors Realty Trust)

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