Authorization by the Company. The Company represents and warrants to Executive that (i) it has the corporate power and authority to enter into this Agreement and to carry out its respective obligations hereunder; (ii) the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Company; and (iii) this Agreement is a valid and binding obligation of the Company, enforceable against it in accordance with its terms, except as the enforceability
Authorization by the Company. The Company represents and warrants to Executive that (i) it has the corporate power and authority to enter into this Agreement and to carry out its respective obligations hereunder; (ii) the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Company; and (iii) this Agreement is a valid and binding obligation of the Company, enforceable against it in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, and other laws now or hereafter in effect relating to the enforcement of creditors' rights generally.
Authorization by the Company. The Company has authorized the issue and sale to you of its 8.5% Convertible Subordinated Debentures (the "Debentures"), with the terms and rights set forth in the form of the Debenture attached to this Agreement as Exhibit B. The Debentures will be in the total principal amount, and will be divided among you, as shown on Exhibit A.
Authorization by the Company. The Company represents that this Agreement and the actions required of the Company herein have been authorized and approved by the Board of Directors of the Company.
Authorization by the Company. This Agreement constitutes a valid and binding agreement of the Company, enforceability may be limited by applicable bankruptcy, insolvency, moratorium, and other similar laws relating to limiting or affecting the enforcement of creditors, rights generally; and neither the execution and delivery of this Agreement nor the consummation by the CCCX of the transaction contemplated hereby, nor compliance with any of the provisions hereof, will violate any statue, law rule or regulation or any order writ, injunction or decree of any court or governmental authority or violate or conflict with other constitute a default under (or give rise to any right of termination, cancellation or acceleration under) the terms or conditions or provisions of any note, bond, lease mortgage, obligation agreement, understanding, arrangement or restriction of any kind to which the Company is a party or by which the Company or its properties may be bound. No consent or approval of any governmental authority is required in connection with the execution and delivery by the Company of this Agreement or the consummation of the transactions contemplated hereby.
Authorization by the Company. This Agreement and the Notes have been duly authorized by all necessary action on behalf of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and (ii) general principles of equity (regardless of whether considered in a proceeding in equity or at law).
Authorization by the Company. The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Transaction Agreements and, assuming that the Stockholder Approval is obtained, to perform its obligations under this Agreement and the Transaction Agreements, including consummating the Merger and the other transactions to which it is or will be a party as contemplated by this Agreement and the Transaction Agreements. The execution, delivery and performance by the Company of this Agreement and the Transaction Agreements and, assuming that the Stockholder Approval is obtained, the consummation by the Company of the Merger and the other transactions to which it is or will be a party as contemplated by this Agreement and the Transaction Agreements have been duly and validly authorized by all necessary corporate action on the part of the Company and, assuming that the Stockholder Approval is obtained, no other corporate actions or proceedings on the part of the Company are necessary to authorize the execution, delivery and performance by the Company of this Agreement and the Transaction Agreements or to consummate the transactions to which it is or will be a party as contemplated by this Agreement and the Transaction Agreements. This Agreement has been, and upon execution and delivery each Transaction Agreement will be when executed and delivered, duly executed and delivered by the Company and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes (or will constitute) a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws now or hereafter in effect relating to or affecting the rights and remedies of creditors and general principles of equity (whether considered in a proceeding at Law or in equity) and (b) the discretion of a court before which any proceeding therefor may be brought (the preceding clauses (a) and (b) are referred to herein collectively as the “Enforceability Exceptions”).
Authorization by the Company. The Registration Statement, all preliminary prospectuses, the Final Prospectus, any Issuer Free Writing Prospectus, the ADS Registration Statement and the Exchange Act Registration Statement, and the filing of the same with the Commission have been duly authorized by and on behalf of the Company, and the Registration Statement and the ADS Registration Statement have been duly executed pursuant to such authorization by and on behalf of the Company.
Authorization by the Company. The Company represents that Executive's retirement has been approved by resolution of the Organization and Compensation Committee of the Board of Directors of the Company, and that this Agreement and the actions required of the Company herein have been authorized and approved by a resolution of the Board of Directors of the Company.
Authorization by the Company. (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and have been duly authorized by all necessary corporate action on the part of the Company. Assuming the due authorization, execution and delivery hereof by the other parties hereto, this Agreement constitutes a valid and binding agreement of the Company, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws relating to or affecting creditors’ rights generally and to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).
