Common use of Authority; No Breach By Agreement Clause in Contracts

Authority; No Breach By Agreement. (a) Each of Merger Sub and Parent has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of each of Merger Sub and Parent. This Agreement represents a legal, valid, and binding obligation of Merger Sub and Parent, enforceable against each of Merger Sub and Parent in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought).

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (China Voice Holding Corp.), Agreement and Plan of Merger and Reorganization (China Voice Holding Corp.)

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Authority; No Breach By Agreement. (a) Each of Merger Sub Subs and Parent has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of each of Merger Sub Subs and Parent. This Agreement represents a legal, valid, and binding obligation of Merger Sub and Parent, enforceable against each of Merger Sub Subs and Parent in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Flint Telecom Group Inc.), Agreement and Plan of Merger (Flint Telecom Group Inc.)

Authority; No Breach By Agreement. (a) Each of Merger Sub and Parent has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of each of Merger Sub and Parent. This Agreement represents a legal, valid, and binding obligation of Merger Sub and Parent, enforceable against each of Merger Sub and Parent in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' ` rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought).

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (China Voice Holding Corp.)

Authority; No Breach By Agreement. (a) Each of Merger Sub Subs and Parent has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of each of Merger Sub Subs and Parent. This Agreement represents a legal, valid, and binding obligation of Merger Sub and Parent, enforceable against each of Merger Sub Subs and Parent in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought).

Appears in 1 contract

Samples: Agreement and Plan of Merger (China Voice Holding Corp.)

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Authority; No Breach By Agreement. (a) Each of Parent and Merger Sub and Parent has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and the other Transaction Documents, and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereinhereby and thereby, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of each of Parent and Merger Sub and ParentSub. This Agreement represents and the other Transaction Documents represent a legal, valid, valid and binding obligation of each of Parent and Merger Sub and ParentSub, enforceable against each of Parent and Merger Sub and Parent in accordance with its their respective terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar other Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding proceedings may be brought).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Netsmart Technologies Inc)

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