Common use of Corporate Authorization Clause in Contracts

Corporate Authorization. The execution, delivery and performance by Parent of this Agreement are within the corporate powers of Parent and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding agreement of Parent.

Appears in 12 contracts

Samples: Voting Agreement (Emerson Electric Co), Voting Agreement (Emerson Electric Co), Voting Agreement (Emerson Electric Co)

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Corporate Authorization. The execution, delivery and performance by Parent of this Agreement and the Additional Agreements and the consummation by Parent of the transactions contemplated hereby and thereby are within the corporate powers of Parent and have been duly authorized by all necessary corporate actionaction on the part of Parent. This Agreement constitutes has been duly executed and delivered by Parent and it constitutes, and upon their execution and delivery, the Additional Agreements will constitute, a valid and legally binding agreement of Parent, enforceable against it in accordance with its terms.

Appears in 10 contracts

Samples: Acquisition and Share Exchange Agreement (Token Communities Ltd.), Acquisition and Share Exchange Agreement (Token Communities Ltd.), Acquisition and Share Exchange Agreement (Token Communities Ltd.)

Corporate Authorization. The execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby are within the corporate powers of Parent and have been duly authorized by all necessary corporate action. This Agreement constitutes a legal valid and binding agreement of Parent, enforceable against Parent in accordance with its terms.

Appears in 8 contracts

Samples: Shareholder Agreement (American Medical Systems Holdings Inc), Shareholder Agreement (American Medical Systems Holdings Inc), Stockholder Agreement (Zebra Technologies Corp/De)

Corporate Authorization. The execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby are within the corporate powers of Parent and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding agreement Agreement of Parent, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and similar laws relating to or affecting creditors generally.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (Concur Technologies Inc), Stockholders Agreement (Bioveris Corp), Shareholders Agreement (Eppendorf INC)

Corporate Authorization. The execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby are within the corporate powers of Parent and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding agreement of Parent.

Appears in 4 contracts

Samples: Voting Agreement (Emerson Electric Co), Voting Agreement (Switch & Data Facilities Company, Inc.), Voting Agreement (Artesyn Technologies Inc)

Corporate Authorization. The execution, delivery and performance by Parent and Purchaser of this Agreement and the consummation by Parent and Purchaser of the transactions contemplated hereby are within the corporate powers of Parent and Purchaser and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding agreement of ParentParent and Purchaser.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (National Service Industries Inc), Agreement and Plan of Merger (Anthem Insurance Companies Inc), Agreement and Plan of Merger (Holophane Corp)

Corporate Authorization. (a) The execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby are within the corporate powers of Parent and have been duly authorized by all necessary corporate actionaction on the part of Parent. This Agreement constitutes a valid and binding agreement of each of Parent.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (McDermott International Inc), Agreement and Plan of Merger (McDermott J Ray Sa), Agreement and Plan of Merger (McDermott Acquisition Co Inc)

Corporate Authorization. Parent has full power and authority to execute and deliver this Agreement, to perform Parent’s obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby are within the corporate powers of Parent and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding agreement of Parent.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Kla Tencor Corp), Agreement and Plan of Merger (Ade Corp)

Corporate Authorization. The execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby and thereby are within the corporate powers of Parent and have been duly authorized by all necessary corporate actionaction on the part of Parent. This Agreement constitutes has been duly executed and delivered by Parent and it constitutes, and upon its execution and delivery will constitute a valid and legally binding agreement of Parent, enforceable against it in accordance with its terms.

Appears in 2 contracts

Samples: Share Exchange Agreement (Tixfi Inc.), Share Exchange Agreement (Blue Sky Media Corp)

Corporate Authorization. Parent has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance by Parent of this Agreement are within the corporate powers of Parent and have has been duly and validly authorized and no additional corporate, shareholder or similar authorization or consent is required in connection with the execution, delivery and performance by all necessary corporate action. This Agreement constitutes a valid and binding agreement Parent of Parentthis Agreement.

Appears in 2 contracts

Samples: Parent Agreement (Adelphia Communications Corp), Parent Agreement (Time Warner Inc)

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Corporate Authorization. The execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby are within the corporate powers of Parent and have been duly authorized and validly approved by all the Board of Directors of Parent, and no other corporate action on the part of Parent is necessary corporate actionto approve this Agreement and to consummate the transactions contemplated hereby. This Agreement constitutes a valid and binding agreement of Parent.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Mercantile Bankshares Corp), Agreement and Plan of Merger (Monroe James Bancorp Inc)

Corporate Authorization. The execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby are within the corporate powers of Parent and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding agreement Agreement of Parent.

Appears in 2 contracts

Samples: Voting Agreement (Afc Cable Systems Inc), Form of Voting Agreement (Tyco International LTD /Ber/)

Corporate Authorization. (a) The execution, delivery and performance by Parent and Acquisition of this Agreement and the consummation by Parent and Acquisition of the transactions contemplated hereby are within the corporate powers of each of Parent and Acquisition and have been duly authorized by all necessary corporate actionaction on the part of Parent and Acquisition. This Agreement has been duly executed and delivered by each of Parent and Acquisition and constitutes a valid and binding agreement of Parentthe Company, enforceable in accordance with its terms.

Appears in 1 contract

Samples: Agreement and Plan of Merger (United Defense Industries Inc)

Corporate Authorization. The execution, delivery and performance by the Parent and the Purchaser of this Agreement and the consummation by the Parent and the Purchaser of the Transactions contemplated hereby are within the corporate powers of the Parent and the Purchaser and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding agreement of Parent.the Parent and the Purchaser. Section 4.4

Appears in 1 contract

Samples: Agreement and Plan of Merger (Plasti Line Inc /Tn/)

Corporate Authorization. The execution, delivery and performance by Parent Company of this Agreement and the Additional Agreements and the consummation by Parent Company of the transactions contemplated hereby and thereby are within the corporate powers of Parent Company and have been duly authorized by all necessary corporate actionaction on the part of Parent Company. This Agreement constitutes has been duly executed and delivered by Parent Company and it constitutes, and upon their execution and delivery, the Additional Agreements will constitute, a valid and legally binding agreement of ParentParent Company, enforceable against it in accordance with its terms.

Appears in 1 contract

Samples: Acquisition and Share Exchange Agreement (IWEB, Inc.)

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