Authorization of Merger. All actions necessary to authorize the execution, delivery and performance of this Agreement by Company and the consummation of the transactions contemplated hereby shall have been duly and validly taken by the Board of Directors and stockholders of Company.
Authorization of Merger. All actions necessary to authorize the ----------------------- execution, delivery and performance of this Agreement and the Agreement of Merger by GBB and the consummation of the transactions contemplated hereby and thereby shall have been duly and validly taken by the Board of Directors of GBB, as required by applicable law, and GBB shall have full power and right to merge pursuant to the Agreement of Merger.
Authorization of Merger. All action necessary to authorize the execution, delivery and performance of the Transaction Documents by Parent, the execution, delivery and performance of this Agreement and the Plan of Merger by Acquisition Sub, and the consummation of the transactions contemplated hereby and by the Plan of Merger shall have been duly and validly taken by the board of directors of Parent and Acquisition Sub and by Parent as the sole shareholder of Acquisition Sub, and the Company shall have received copies of all such resolutions certified by the respective Secretary of Parent and Acquisition Sub.
Authorization of Merger. (a) As of the Mailing Date, all action necessary to authorize the execution, delivery and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated hereby and thereby shall have been duly and validly taken by the Board of Directors and the Parent shall have received copies of all resolutions evidencing same certified by the Secretary of the Company. The Company shall have full power and right to effect the Merger on the terms provided herein.
Authorization of Merger. All actions necessary to authorize ----------------------- the execution, delivery and performance of this Agreement and the Agreement of Merger by BAB and the consummation of the transactions contemplated hereby and thereby shall have been duly and validly taken by the Board of Directors and shareholders of BAB, and BAB shall have full power and right to merge pursuant to the Agreement of Merger.
Authorization of Merger. 58 10.4 CERTIFICATE ..................................... 59 10.5
Authorization of Merger. (a) All corporate action ------------------------ necessary by Acquisition Sub and Parent to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby shall have been duly and validly taken, and Acquisition Sub shall have full right and power to merge on the terms provided herein. The Company's stockholders shall have approved the Merger at the Special Meeting called for that purpose.
Authorization of Merger. 46 10.4 Absence of Certain Changes.................................................... 46 10.5
Authorization of Merger. All corporate action necessary by Harbinger to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement shall have been duly and validly taken. (e)
Authorization of Merger. All action necessary to authorize the execution, delivery, and performance of this Agreement by CNBT and the consummation of the transactions contemplated hereby shall have been duly and validly taken by the Board of Directors of CNBT, and CNBT shall have full power and right to merge on the terms provided herein. All action necessary to authorize and consummate the Merger contemplated hereby shall have been duly and validly taken by the shareholders of CNBT and holders of not more than 10% of the CNBT Common shall either (i) file with CNBT prior to the Shareholders' Meeting a notice of their intent to exercise their right to dissent to the Merger or (ii) vote against the Merger at the Shareholders' Meeting.
