Authority and Corporate Action Sample Clauses

Authority and Corporate Action. 7 SECTION 3.3 No Conflicts, etc.....................................7 SECTION 3.4 Capitalization; Ownership of Securities...............8 SECTION 3.5 Compliance with Law; Customer Complaints..............9 SECTION 3.6

Authority and Corporate Action. (a) Each of the BD2 Parties has all necessary power and authority to enter into this Agreement and to consummate the Merger as contemplated hereby. All corporate action necessary to be taken by BD2 to authorize the execution, delivery and performance of this Agreement and all other agreements and instruments delivered by BD2 in connection with the transactions contemplated hereby has or will at Closing have been duly and validly taken. This Agreement constitutes the valid, binding and enforceable obligation of each of the BD2 Parties, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws of general application now or hereafter in effect affecting the rights and remedies of creditors and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) Neither the execution and delivery of this Agreement or any of the other documents contemplated hereby by the BD2 Parties nor the consummation of the transactions contemplated hereby or thereby will (i) conflict with, result in a breach or violation of or constitute (or with notice or lapse of time or both constitute) a default under, (A) the Certificate of Incorporation or By-Laws of BD2 or (B) any law, statute, regulation, order, judgment or decree or any instrument, contract or other agreement to which any of the BD2 Parties (or any of their respective properties or assets) is subject or bound, except where any such conflict, breach, violation or default would not reasonably be expected to have a BD2 Material Adverse Effect; (ii) result in the creation of, or give any party the right to create, any lien, charge, option, security interest or encumbrance of any kind, other than customary transfer restrictions under the securities laws ("Lien"), upon the assets of BD2, except where such Lien would not reasonably be expected to have a BD2 Material Adverse Effect; (iii) terminate or modify, or give any third party the right to terminate or modify, the provisions or terms of any contract to which BD2 is a party, except where such termination or modification would not reasonably be expected to have a BD2 Material Adverse Effect; or (iv) result in any suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, registration, license, qualification, authorization or approval applicable to BD2, except where such ...

Authority and Corporate Action. (a) Other than the Stockholder Approval, the Purchaser has all necessary corporate power and authority to enter into this Agreement, the Escrow Agreement, the Notes, the Investor Rights Agreement, the Pledge and Security Agreement and the other instruments and agreements to be executed and delivered by the Purchaser in connection with the transactions contemplated by this Agreement (collectively, the "Purchaser Transaction Documents") and to consummate the transactions contemplated thereby. All corporate action necessary to be taken by the Purchaser to authorize the execution, delivery and performance of the Purchaser Transaction Documents has or will at the Closing have been duly and validly taken. Each Purchaser Transaction Document constitutes, or will constitute upon execution and delivery thereof, the valid, binding and enforceable obligation of the Purchaser, enforceable in accordance with its terms, except (i) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws of general application now or hereafter in effect affecting the rights and remedies of creditors and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) and (ii) as enforceability of any indemnification provision may be limited by federal and state securities laws and public policy. (b) Subject to receipt of the approvals and filings set forth in Schedule 4.2(b), neither the execution and delivery of the Purchaser Transaction Documents by the Purchaser nor the consummation of the transactions contemplated thereby will, except as disclosed in Schedule 4.2(b) or except as would occur solely as a result of the identity or legal or regulatory status of the Sellers or Ladenburg and their respective Affiliates (i) conflict with, result in a breach or violation of or constitute (or with notice of lapse of time or both constitute) a default under, (A) the Certificate of Incorporation or By-Laws (or similar constituent documents) of the Purchaser or any of the Purchaser Subsidiaries or (B) any law, statute, regulation, order, judgment or decree or any instrument, contract or other agreement to which the Purchaser or any of the Purchaser Subsidiaries is a party or by which the Purchaser or any of the Purchaser Subsidiaries (or any of their respective properties) is subject or bound, except where any such conflict, breach, violation or default, singly or in the...

Authority and Corporate Action. Other than the Stockholder Approval, the Purchaser has all necessary corporate power and authority to enter into this Amendment No. 1 and such other instruments to be executed and delivered by the Purchaser in connection with the transactions contemplated by this Amendment No. 1 ("ADDITIONAL PURCHASER TRANSACTION DOCUMENTS") and to

Authority and Corporate Action. Western has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herein. The execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by all necessary action and no other proceeding on the part of any other person is necessary to authorize this Agreement or to consummate the transactions contemplated herein. The Trustee of Western has determined that the transaction contemplated hereby is advisable and fair and in the best interests of Western and its beneficiaries, and expressly approved the transactions contemplated hereby in accordance with applicable law. This Agreement has been duly executed and delivered by Western and, assuming the due authorization, execution and delivery thereof by the Company, constitutes the legal, valid and binding obligation of Western enforceable in accordance with its terms. When delivered to the Company in accordance with the terms of this Agreement, the Western Properties will be free and clear of any Encumbrances.

Authority and Corporate Action. LTFS has all necessary corporate power and authority to enter into this Agreement and the LTFS Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. All corporate action necessary to be taken by LTFS (including by its board of directors and shareholders, as applicable), to authorize the execution, delivery and performance by LTFS of this Agreement and the LTFS Transaction Documents to which it is a party has been duly and validly taken. This Agreement and each of the LTFS Transaction Documents constitutes, or will constitute upon execution and delivery thereof, the valid, binding and enforceable obligation of LTFS, enforceable against LTFS in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws of general application now or hereafter in effect affecting the rights and remedies of creditors and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authority and Corporate Action. The Purchaser has all necessary corporate power and authority to enter into this Amendment No. 2 and such other instruments to be executed and delivered by the Purchaser in connection with the transactions contemplated by this Amendment No. 2 ("Purchaser Amendment Documents") and to consummate the transactions contemplated thereby. All corporate action necessary to be taken by the Purchaser to authorize the execution, delivery and performance of the Purchaser Amendment Documents has been, duly and validly taken. Each Purchaser Amendment Document constitutes, or will constitute upon execution and delivery thereof, the valid, binding and enforceable obligation of the Purchaser, enforceable in accordance with its terms, except (i) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws of general application now or hereafter in effect affecting the rights and remedies of creditors and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) and (ii) as enforceability of any indemnification provision may be limited by federal and state securities laws and public policy.

Authority and Corporate Action. Yoji Kawai and Kabushiki Kaisha Typebank have the authority to enter into this Agreement on behalf of Purchaser, and as soon as practicable after the establishment of Purchaser under the laws of Japan, its board of directors shall confirm by appropriate procedure the binding effect of this Agreement upon Purchaser, and shall enter into an assumption agreement with QMS and Seller confirming the assumption of all obligations of Purchaser under this Agreement, the Distributor Agreement, the Assumption Agreement, the License, Note A, Note B, and the Pledge and Security Agreement.

Authority and Corporate Action. FAB Capital has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herein. The execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by all necessary corporate action and no other corporate proceeding on the part of any FAB Company is necessary to authorize this Agreement or to consummate the transactions contemplated herein. The Board of Directors of FAB Capital has, by the unanimous vote of all directors present, determined that the transaction contemplated hereby is advisable and fair and in the best interests of FAB Capital and its stockholders, and expressly approved the transactions contemplated hereby in accordance with applicable law. This Agreement has been duly executed and delivered by FAB Capital and, assuming the due authorization, execution and delivery thereof by the Company and Western, constitutes the legal, valid and binding obligation of FAB Capital enforceable in accordance with its terms. When delivered to the Company in accordance with the terms of this agreement, the FAB Companies and the FAB Properties will be free and clear of any security interests, liens, claims, pledges, agreements, limitations on voting rights, charges or other encumbrances of any nature whatsoever ("Encumbrances").