Company Power. The Company has the requisite corporate power and authority to execute, deliver and perform its obligations under the Transaction Documents and all other instruments, documents and agreements contemplated or required by the provisions of any of the Transaction Documents to be executed, delivered or carried out by the Company hereunder. The Company has the requisite corporate power and authority under the Laws of the State of Delaware to own its properties and carry on its business as presently conducted.
Company Power. The Company has all requisite legal and limited liability company power and authority to execute and deliver this Agreement, to sell and issue the Units hereunder, and to carry out and perform its obligations under the terms of this Agreement.
Company Power. The Company has all requisite company power to execute and deliver this Agreement, the Security Agreement and to issue each Note and Warrant (collectively, the “Loan Documents”) and to carry out and perform its obligations under the terms of the Loan Documents.
Company Power. The Company has all requisite legal and corporate power to enter into, execute, deliver and perform its obligations under this Agreement and the other Transaction Documents to which it is a party. Assuming due execution and delivery by the other parties thereto, this Agreement is, and upon their execution and delivery, the Transaction Documents to which it is a party will be, valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally.
Company Power. The Company, assuming the representations set forth in Section 5.2(h) are true, and each of its Subsidiaries have all requisite power and authority (limited liability company and other) to carry on their respective businesses as they are now being conducted and own all their respective properties and assets, in each case in all material respects; and the Company has all requisite limited liability company power and authority and, other than receiving the affirmative vote (in person or by proxy) at a special meeting of the Shareholders duly called and held for such purpose (the “Company Meeting”), or any adjournment or postponement thereof, of the holders of a majority of the outstanding Shares entitled to vote thereon in favor of the adoption of this Agreement (the “Company Shareholder Approval”), has taken all company action necessary in order to execute, deliver and perform each of its obligations under this Agreement and the Voting Agreement, and the transactions contemplated hereby and thereby, including the Merger.
Company Power. Newco has all necessary corporate power and authority to enter into and perform this Agreement and the Related Agreements to which it is a party, to issue and sell the Newco Common Stock contemplated by this Agreement, to own all the properties owned by it and to carry on the businesses now conducted or presently proposed to be conducted by it. Newco has taken all action necessary to authorize this Agreement, the Related Agreements to which it is a party and the issuance of the Newco Common Stock to be issued and sold hereunder.
Company Power. Each of Buyer and MPC has all requisite corporate power to enter into this Agreement and the Ancillary Agreements to which it is a party and to carry out the transactions contemplated hereby and thereby.
Company Power. SELLER has all requisite power and authority to carry on its business as presently conducted, to enter into the AGREEMENT, to own and operate oil and gas properties in the State of Kansas and to perform its obligations under this AGREEMENT. The consummation of the transactions contemplated by the AGREEMENT will not violate, nor be in conflict with, (i) any provision of its Articles of Incorporation or bylaws or (ii) any agreement or instrument to which they are a party or they are bound.
Company Power. The Purchaser has all requisite corporate power to execute and deliver this Agreement, to purchase the Note and to carry out and perform its obligations under the terms of the Loan Documents.
Company Power. Ohio Rev. Code Xxx. § 1705.24 Unless otherwise provided in writing in the operating agreement, the management of a limited liability company shall be vested in its members in proportion to their contributions to the capital of the company, as adjusted from time to time to properly reflect any additional contributions or withdrawals by the members.
