Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, to consummate the Transactions. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Transactions have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Company Board) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Transactions, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Transactions. (b) The Company Board has unanimously determined that this Agreement and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions. (c) This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity (clauses (x) and (y) collectively, the “Enforceability Limitations”).
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (GOOD TECHNOLOGY Corp), Agreement and Plan of Reorganization (GOOD TECHNOLOGY Corp)
Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, to consummate the Transactions. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Transactions have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Company Board) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Transactions, other than the adoption of this Agreement and approval of the Merger Transactions by the Stockholders of the Company who hold (ai) at least a majority of the voting power of the outstanding shares of Company Capital Common Stock and Company Preferred Stock, voting together as a single class on an as as-converted into to Company Common Stock basis, and (bii) at least sixty-six and two thirds (66 2/3%) of the voting power a majority of the outstanding shares of Company Preferred Stock, voting together as a single class on an as-converted to Company Common Stock basis (the foregoing clauses (ai) and (b), ii) collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so that the any restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other Transactions and no “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such LawLegal Requirement, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity (clauses (x) and (y) collectively, the “Enforceability Limitations”).
(d) The Company and the Company Board have taken all actions necessary to effect the transactions anticipated by Section 1.6(b)(iv) under the Plan, all Company Options, and any other plan or arrangement of the Company (whether written or oral, formal or informal) governing the terms of any Company Options, including (i) the determination by the administrators of the Plan that the treatment of Company Options contemplated by Section 1.6(b)(iv) is permissible under the terms of the Plan and the applicable equity award agreements, and (ii) the delivery of all required notices and the procurement of all necessary approvals and consents from third parties necessary to effectuate the foregoing.
(e) The Company has complied with the provisions of, and no breach, violation or default exists under, any Contract to which the Company is a party that provides for any notice or negotiation rights with respect to an acquisition of the Company.
Appears in 1 contract
Sources: Merger Agreement (FireEye, Inc.)
Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, and to consummate the TransactionsMerger and the other transactions contemplated hereby and thereby. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Transactions Merger and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Company Boardboard of directors of the Company) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the TransactionsMerger or any other transactions contemplated hereby and thereby in accordance with the terms hereof, other than the adoption of this Agreement and approval of the Merger by Company Shareholders representing the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and Requisite Shareholder Approval.
(b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Shareholder Approval is the only vote of the Stockholders Company Shareholders required under applicable Legal Requirements, Delaware Law, the Charter BVI Act, the Governing Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement Merger and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactionstransactions contemplated hereby.
(c) This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements Laws of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity (clauses (x) and (y) collectively, the “Enforceability Limitations”)equity.
Appears in 1 contract
Sources: Merger Agreement (F5 Networks Inc)
Authority and Enforceability. (a) The Company has all requisite necessary corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party Agreement, and, subject to receipt of obtaining the Requisite Required Stockholder ApprovalVote, to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The execution and delivery by the Company and the Company Stockholders of this Agreement and any Related Agreements to which the consummation by the Company is a party and the consummation Company Stockholders of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of and the Company Board) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Transactions, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”)Stockholders. The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have has been duly executed and delivered by the Company and the Company Stockholders and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoPurchaser, constitute constitutes the valid and binding obligations obligation of the Company and the Company Stockholders enforceable against it the Company and the Company Stockholders in accordance with their respective its terms, subject to except as such enforceability may be limited by (xi) Legal Requirements of general application relating to bankruptcy, insolvency, moratoriumreorganization, the relief of debtors and enforcement of moratorium or other similar Laws affecting or relating to creditors’ rights in generalgenerally, and (yii) rules the availability of law governing specific performance, injunctive relief, relief and other equitable remedies remedies. The Required Stockholder Vote is the only stockholder vote required to adopt this Agreement and other general principles approve the transactions contemplated hereby.
(b) The board of equity directors of the Company has, by the unanimous vote of all directors in office, (clauses i) duly approved this Agreement and the transactions contemplated hereby, (xii) determined that the sale of the Purchased Assets is advisable and in the best interests of the Company Stockholders and (yiii) collectively, recommended that the “Enforceability Limitations”)Company Stockholders adopt this Agreement and directed that this Agreement be submitted to the Company Stockholders for adoption.
Appears in 1 contract
Sources: Asset Purchase Agreement (Oxygen Biotherapeutics, Inc.)
Authority and Enforceability. (a) The Company has all requisite necessary corporate power and authority to enter into this Agreement Agreement, to perform its obligations hereunder and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, to consummate the Transactionstransactions contemplated by this Agreement. The execution and delivery of this Agreement and any Related Agreements to which by the Company, the performance by the Company is a party of its obligations hereunder, and the consummation by the Company of the Transactions transactions contemplated by this Agreement, have been duly authorized by all necessary the board of directors of the Company (the “Company Board of Directors”), and no other corporate action on the part of the Company (including the unanimous approval of the Company Board) and no further corporate or other action is required on the part of the Company necessary to authorize this Agreement the execution and any Related Agreements to which the Company is a party or to consummate the Transactions, other than the adoption delivery of this Agreement and approval by the Company, the performance by the Company of its obligations hereunder or the consummation by the Company of the Merger transactions contemplated by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”)this Agreement. The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have has been duly executed and delivered by the Company and (assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the Parties to this Agreement) constitutes a valid and binding obligations obligation of the Company Company, enforceable against it the Company in accordance with their respective its terms, except as enforceability may be limited by or subject to (xa) Legal Requirements of general application relating to bankruptcy, insolvency, moratoriumreorganization, the relief of debtors moratorium and enforcement of other similar Laws relating to or affecting creditors’ rights in general, and generally or (yb) the effect of rules of law Law and general principles of equity, including those governing specific performance, injunctive relief, relief and other equitable remedies and other general principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law) (clauses (x) and (y) collectively, the “Enforceability LimitationsExceptions”).
(b) At a meeting duly called and held, the Company Board of Directors has (i) unanimously determined that this Agreement and the transactions contemplated hereby are fair to, advisable and in the best interests of the Company’s stockholders and (ii) unanimously approved and adopted this Agreement and the transactions contemplated hereby (the “Seller Board Approval”).
Appears in 1 contract
Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, and to consummate the TransactionsMerger and the other transactions contemplated hereby and thereby. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Transactions Merger and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Company Boardboard of directors of the Company) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the TransactionsMerger or any other transactions contemplated hereby and thereby in accordance with the terms hereof, other than the adoption of this Agreement and approval of the Merger by Company Shareholders representing the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and Requisite Shareholder Approval.
(b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Shareholder Approval is the only vote of the Stockholders Company Shareholders required under applicable Legal Requirements, Delaware Law, the Charter DGCL, the Governing Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement Merger and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactionstransactions contemplated hereby.
(c) This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective termsterms , subject to (x) Legal Requirements Laws of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity (clauses (x) and (y) collectively, the “Enforceability Limitations”)equity.
Appears in 1 contract
Sources: Merger Agreement (F5 Networks, Inc.)
Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into this Agreement and the Company and each Subsidiary of the Company has all requisite power and authority to enter into any Related Agreements Agreement to which it is a party and, subject to receipt of the Requisite Stockholder Approval, and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery of this Agreement and any Related Agreements Agreement to which the Company or any Subsidiary of the Company is a party and the consummation of the Transactions transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Company Board) such Person and no further corporate or other action is required on the part of the Company such Person to authorize this Agreement and any Related Agreements to which the Company such Person is a party or to consummate and the Transactions, other than the adoption of this Agreement transactions contemplated hereby and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”)thereby. The Requisite Company Stockholder Approval is the only vote vote, approval or consent of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which holders of any class or series of Company Capital Stock or any other securities of the Company or any Subsidiary that is a party necessary to legally adopt this Agreement and each of the Related Agreements and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement transactions contemplated hereby and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactionsthereby. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company or any Subsidiary of the Company is a party have been been, or as of the Effective Time shall be, duly executed and delivered by the Company such Person and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute, or shall constitute when executed and delivered, the valid and binding obligations of the Company such Person enforceable against it in accordance with their respective terms, subject to (xi) Legal Requirements Laws of general application relating to bankruptcy, insolvency, moratoriumfraudulent conveyance, the relief of debtors reorganization, moratorium and enforcement of other similar laws relating to or affecting creditors’ rights in generalgenerally, and (yii) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity equity. The Board, by resolutions duly adopted (clauses and not thereafter modified or rescinded) by the unanimous vote of the Board, has (xA) declared that this Agreement, the Related Agreements and the transactions contemplated hereby and thereby, including the Merger, upon the terms and subject to the conditions set forth herein, are advisable, fair to and in the best interests of the Company and the Company Stockholders; (B) approved this Agreement in accordance with the provisions of the DGCL; and (yC) directed that the adoption of this Agreement and approval of the Merger be submitted to the Company Stockholders for consideration and recommended that the Company Stockholders adopt this Agreement and approve the Merger (collectively, the “Enforceability LimitationsCompany Board Resolutions”). Other than the Company Stockholder Approval, no other votes, approvals or consents on the part of the Company or any holders of Company Securities are necessary under DGCL, any of the Charter Documents, or any Contracts to which the Company or any Subsidiary of the Company is a party to adopt this Agreement and the transactions contemplated by this Agreement and to approve the Merger.
(b) No consent, approval, Order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity or any other Person is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and (ii) such other consents, approvals, Orders, authorizations, registrations, declarations, filings and notices that, if not obtained or made, would not adversely affect, and would not reasonably be expected to adversely affect, the Company or any of its Subsidiaries’ ability to perform or comply with the covenants, agreements or obligations of the Company or any of its Subsidiaries herein or to consummate the transactions contemplated by this Agreement in accordance with this Agreement and applicable Law.
(c) The Company and each of its Subsidiaries, the Board and the Company Stockholders have taken all actions such that the restrictive provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination,” “interested shareholder” or other similar anti-takeover statute or regulation, and any anti-takeover provision in the Charter Documents shall not be applicable to the Company or the Surviving Entity.
Appears in 1 contract
Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, and to consummate the TransactionsMerger and the other Transactions to which it is a party. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Merger and the other Transactions to which it is a party have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Company BoardBoard of Directors of the Company) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Transactions, Merger or any other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least Transactions to which it is a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”)party. The Requisite Stockholder Approval Vote is the only vote of the Stockholders holders of any class of capital stock of the Company required under applicable Legal Requirements, Delaware Law, Law and the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement Merger and the other Transactions are advisable, fair to, and in the best interests of, to which the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactionsis a party. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity (clauses (x) and (y) collectively, the “Enforceability Limitations”).
Appears in 1 contract
Sources: Agreement and Plan of Merger (Otonomo Technologies Ltd.)
Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Transactions transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Company Board) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which it is a party and the transactions contemplated hereby and thereby. The Company Stockholder Approval is the only vote, approval or consent of the holders of any class or series of Company Capital Stock or any other securities of the Company that is necessary to adopt this Agreement and each of the Related Agreements to which the Company is a party or to consummate the Transactions, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement transactions contemplated hereby and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactionsthereby. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have been been, or, as of the Effective Time shall be, duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute, or shall constitute when executed and delivered, the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (xA) Legal Requirements Laws of general application relating to bankruptcy, insolvency, moratoriumfraudulent conveyance, the relief of debtors reorganization, moratorium and enforcement of other similar laws relating to or affecting creditors’ rights in general, generally and (yB) principles of equity, rules of law governing specific performance, injunctive relief, relief and other equitable remedies (the “Enforcement Exceptions”). The Board, by resolutions duly adopted (and other general principles not thereafter modified or rescinded) by the unanimous vote of equity (clauses the Board, has (x) declared that this Agreement, the Related Agreements and the transactions contemplated hereby and thereby, including the Merger, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests of the Company and the Company Stockholders, (y) approved this Agreement in accordance with the provisions of the DGCL and (z) directed that the adoption of this Agreement and approval of the Merger be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement and approve the Merger (collectively, the “Enforceability LimitationsCompany Board Resolutions”).
(b) The Company, the Board and the Company Stockholders have taken all actions such that the restrictive provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination,” “interested shareholder” or other similar anti-takeover statute or regulation, and any anti-takeover provision in the Charter Documents shall not be applicable to any of Parent, the Company or Final Surviving Entity or to the execution, delivery or performance of the transactions contemplated by this Agreement, including the consummation of the Merger or any of the other transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Twilio Inc)
Authority and Enforceability. (a) The Company has all the requisite corporate power and authority to enter into this Agreement and any Related each of the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Company of this Agreement, each of the Ancillary Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, to consummate the Transactions. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation by the Company of the Transactions transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Company Board) and no further corporate or other action is required necessary on the part of the Company to authorize this Agreement, any Ancillary Agreement and any Related Agreements to which the Company it is a party or to consummate the Transactionstransactions contemplated hereby and thereby, other than subject to the adoption of this Agreement and approval receipt of the Merger by the Stockholders of the Required Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”)Vote. The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Ancillary Agreements to which the Company it is a party have been duly executed and delivered by the Company and assuming the Company. Assuming due authorization, execution and delivery by the Parent and the other parties hereto and thereto, constitute this Agreement and each of the Ancillary Agreements constitutes the valid and binding obligations obligation of the Company Company, enforceable against it the Company in accordance with their respective its terms, subject to except as limited by (xa) Legal Requirements of general application relating to bankruptcy, insolvency, reorganization, moratorium, the relief of debtors and enforcement of fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in generala proceeding in equity or at Law.
(b) The board of directors of the Company, has determined by unanimous approval of all directors that (i) the Merger is fair, from a financial point of view, to the Stockholders and is in the best interests of the Company, and (yii) rules to unanimously recommend that the Stockholders vote in favor of law governing specific performancethe Merger, injunctive reliefthis Agreement and the transactions contemplated thereby and hereby.
(c) The Merger requires the affirmative vote of (i) a majority of Common Stock and Preferred Stock voting together as a single class, and (ii) eighty-five percent (85%) of the outstanding Preferred Stock, voting together as a single separate class (the “Required Company Stockholder Vote”). Other than the Required Company Stockholder Vote, no other vote of any holders of common stock, options, warrants, bonds, debentures, notes, other equitable remedies and indebtedness or other general principles securities of equity (clauses (x) and (y) collectivelythe Company is required under Law, the “Enforceability Limitations”)Company’s Organizational Documents or otherwise in order to consummate the Merger. The Company is not subject to Section 2115 of the California Corporations Code.
Appears in 1 contract
Authority and Enforceability. (a) The Company has all requisite corporate Companies have full power and authority to enter into execute, deliver and perform this Agreement or any Ancillary Document delivered or to be delivered pursuant to the Transaction, and any Related Agreements to which it is a party andthe execution, subject to receipt of the Requisite Stockholder Approval, to consummate the Transactions. The execution delivery and delivery performance of this Agreement and any Related Agreements to which Ancillary Document by the Company is a party and the consummation of the Transactions have Companies, has been duly authorized by all necessary corporate company action on the part of the Company Companies. This Agreement has been duly executed and delivered by the Companies and (including assuming due execution and delivery by the unanimous Purchaser) constitutes the valid and legally binding obligation of the Companies, enforceable in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). Except for providing notice of the Transaction to the IGB and pursuant to the HSR Act, the Companies are not required to give any notice to, make any filing with or obtain any authorization, consent or approval of any Authority or Person in order for the Company Board) Companies to consummate the Transaction, and no further corporate company or other action is required on the part of the Company Companies to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Merger or any other Transactions, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company Sellers who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, Units in the Sellers Approval. From and (b) at least sixty-six and two thirds (66 2/3%) after consummation of the voting power Merger, ▇▇▇▇▇▇▇ Capital, LLC will not be engaged in the video gaming business in the State of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”)Illinois. The Requisite Stockholder Sellers Approval is the only vote of the Stockholders holders of Units required under applicable Legal Requirements, Delaware Illinois Law, the Charter Documents and all Contracts to which Articles of Formation, operating agreement or other governing documents of the Company or any Subsidiary is a party Companies, to legally adopt this Agreement and to approve the Merger and the other Transactions.
(b) . The Board of Managers of each Company Board has unanimously determined that approved this Agreement Agreement, the Merger and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the other Transactions, and recommended to the Stockholders Sellers to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement Merger and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity (clauses (x) and (y) collectively, the “Enforceability Limitations”).
Appears in 1 contract
Sources: Merger Agreement (Boyd Gaming Corp)
Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, and to consummate the TransactionsMergers and the other transactions contemplated hereby and thereby. The Company representations in all certificates delivered under this Agreement, including all certificates delivered at Closing, will be true and correct in all material respects. The execution and delivery of this Agreement and any Related Agreements to which the Company it is a party and the consummation of the Transactions Mergers and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Company BoardBoard of Directors of the Company) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements Agreement to which the Company is a party or to consummate the TransactionsMergers or any other transactions contemplated hereby and thereby, other than the adoption of this Agreement and approval of the First Merger by (i) the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class and on an as converted into as-converted-to-Company Common Stock basis, basis and (bii) the Stockholders who hold at least sixty-six and two thirds (66 2/3%) of the voting power a majority of the outstanding shares of Company Preferred Stock, voting together as a single class Stock (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote or approval of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the TransactionsMergers and the other transactions contemplated hereby.
(b) The Company Board has unanimously determined that this Agreement and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (xi) Legal Requirements Laws of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, general and (yii) rules of law governing specific performance, injunctive relief, other equitable remedies and other by general principles of equity (clauses regardless of whether considered in a proceeding in equity or at law) (x(i) and (yii) collectivelytogether, the “Enforceability LimitationsBankruptcy and Equity Exception”).
(c) No “fair price,” “moratorium,” “interested stockholder,” “control share acquisition,” “business combination” or any other anti-takeover Law enacted under state or federal Law (including Section 203 of Delaware Law) or any anti-takeover provision in the Charter Documents is applicable to the Company, any shares of Company Capital Stock or other Company Securities, this Agreement, or the Mergers or the other transactions contemplated hereby.
Appears in 1 contract
Sources: Merger Agreement (Pacific Biosciences of California, Inc.)
Authority and Enforceability. (a) The Company has all requisite necessary corporate power and authority to enter into this Agreement Agreement, and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and any Related Agreements to which by the Company is a party and the consummation by the Company of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Company Board) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Transactions, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”)Company. The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have has been duly executed and delivered by the Company and and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoMerger Sub, constitute constitutes the valid and binding obligations obligation of the Company Company, enforceable against it in accordance with their respective its terms, subject to except as such enforceability may be limited by (xi) Legal Requirements of general application relating to bankruptcy, insolvency, moratoriumreorganization, the relief of debtors and enforcement of moratorium or other similar Laws affecting or relating to creditors’ rights in generalgenerally, and (yii) rules the availability of law governing specific performance, injunctive relief, relief and other equitable remedies remedies.
(b) The Board of Directors of the Company has, by the unanimous vote of all directors in office, (i) duly approved this Agreement, the Merger and other general principles the transactions contemplated hereby, (ii) determined that the Merger is advisable and in the best interests of equity (clauses (x) the Company Stockholders and (yiii) collectivelyrecommended that the Company Stockholders adopt this Agreement and directed that this Agreement be submitted to the Company Stockholders for adoption.
(c) The Company Stockholders have duly approved this Agreement, the Merger and the transactions contemplated hereby by the affirmative vote of (i) holders of a majority of the outstanding Company Shares held by all Electing Shareholders, and (ii) holders of a majority of all the outstanding Company Shares other than those held by the Electing Shareholders on the record date of a duly convened meeting of the Company Stockholders, or by written consent in lieu of such meeting (the “Enforceability LimitationsCompany Stockholder Approval”).
Appears in 1 contract
Authority and Enforceability. (a) The Company has all requisite full corporate power and authority to enter into execute this Agreement and any Related Agreements the other Transaction Documents to which it is (or will be) a party and to perform its obligations hereunder and thereunder and, subject to receipt of the Requisite Stockholder Approval, to consummate the Transactions. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Transactions have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Company Board) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Transactions, other than the adoption of this Agreement and approval of the Merger by and the Stockholders of other Transactions in the Company who hold (a) at least a majority of Written Consent, to consummate the voting power of Merger and the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the other Transactions.
(b) This Agreement and the other Transaction Documents have been (or will be) duly executed and delivered by the Company and, assuming the due authorization, execution, and delivery by each of the other parties hereto and thereunder, represent valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except, in each case, to the extent such enforceability is subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, or other Applicable Law affecting or relating to creditors’ rights generally and general principles of equity.
(c) The Company Board has unanimously (i) determined that this Agreement and the Transactions Transactions, including the Merger, are advisable, fair to, and in the best interests of, the Company and its the Stockholders, (ii) approved and declared advisable the execution, delivery, and performance of this Agreement and the consummation of the Transactions, including the Merger and recommended (iii) resolved to recommend that the Stockholders to vote in favor of adoption of adopt this Agreement and approval of approve the Merger and the other Transactions. The only affirmative votes or written consents of the holders of any classes or series of Company Board has taken all Capital Stock necessary to adopt this Agreement and approve the Merger and the other Transactions (“Stockholder Approval”) are the votes of the Consenting Stockholders. All actions so that relating to the restrictions on business combinations set forth in Section 203 solicitation and obtainment of Delaware Law are not applicable the Written Consent with respect to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it will be taken in accordance compliance with their respective terms, subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity (clauses (x) and (y) collectively, the “Enforceability Limitations”)Applicable Law.
Appears in 1 contract
Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, to consummate the Transactions. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Transactions have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Company Board) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Transactions, other than the adoption of this Agreement and approval of the Merger Transactions by the Stockholders of the Company who hold (ai) at least a majority of the voting power of the outstanding shares of Company Capital Common Stock and Preferred Stock, voting together as a single class on an as as-converted into to Company Common Stock basis, basis and (bii) at least sixty-six and two thirds (66 2/3%) of the voting power a majority of the outstanding shares of Company Preferred Stock, Stock voting together as a single class on an as-converted to Company Common Stock basis (the foregoing clauses (ai) and (b), ii) collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so that the any restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other Transactions and no “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity (clauses (x) and (y) collectively, the “Enforceability Limitations”).
(d) The Company and the Company Board have taken all actions necessary to effect the transactions anticipated by Section 1.6(b)(iv) under the Plan, all Company Options, and any other plan or arrangement of the Company (whether written or oral, formal or informal) governing the terms of any Company Options, including (i) the determination by the administrators of the Plan that the treatment of Company Options contemplated by Section 1.6(b)(iv) is permissible under the terms of the Plan and the applicable equity award agreements, and (ii) the delivery of all required notices and the procurement of all necessary approvals and consents from third parties necessary to effectuate the foregoing.
(e) The Company has complied with the provisions of, and no breach, violation or default exists under, any Contract to which the Company is a party that provides for any right of first refusal or similar rights with respect to an acquisition of the Company.
Appears in 1 contract
Sources: Merger Agreement (KnowBe4, Inc.)
Authority and Enforceability. (a) The Company has all requisite necessary corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt in the case of the Requisite consummation of the Merger to the Company Stockholder Approval, to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The execution and delivery by the Company of this Agreement and any Related Agreements to which the consummation by the Company is a party and the consummation of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company (including Company, subject in the unanimous approval case of the Company Board) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Transactions, other than the adoption of this Agreement and approval consummation of the Merger by to the Stockholders Company Stockholder Approval. The affirmative vote of the Company who hold (a) at least holders of a majority of the voting power outstanding Shares entitled to vote at a duly convened meeting of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval Stockholders to adopt this Agreement is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which holders of any class of capital stock or other security of the Company or any Subsidiary is a party necessary to legally adopt approve this Agreement and approve the TransactionsMerger (the “Company Stockholder Approval”). This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by the Parent and the Merger Sub, constitutes the valid and binding obligation of the Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights generally, and (ii) the availability of injunctive relief and other equitable remedies.
(b) The Company Board has unanimously determined that has, by the unanimous vote of all directors then in office, (i) approved this Agreement and the Transactions are advisabletransactions contemplated hereby, fair to, (ii) determined that the Merger is advisable and in the best interests of, of the Company and its Stockholders, approved (iii) resolved, subject to Section 6.6, to recommend that the Company Stockholders adopt this Agreement and directed that this Agreement be submitted to the TransactionsCompany Stockholders for adoption, and recommended (iv) taken the actions contemplated by Section 4.23, and the Company Board and the Board of Directors of International Securities Exchange, LLC (“ISE LLC”) has each approved an amendment to the Stockholders to vote in favor of adoption of this Agreement and approval Bylaws of the Transactions. The Company Board has taken all necessary actions so that to waive the restrictions on business combinations ownership and voting limitations set forth in Section 203 the Company’s certificate of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement incorporation (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, obtaining the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity (clauses (x) and (y) collectively, the “Enforceability Limitations”SEC Approval).
Appears in 1 contract
Sources: Merger Agreement (International Securities Exchange Holdings, Inc.)
Authority and Enforceability. (a) The Company has all the requisite corporate power and authority to enter into execute and deliver this Agreement and any Related Agreements the other Transaction Documents, to which it is a party perform its obligations under this Agreement and the other Transaction Documents and, subject to receipt of the Requisite Stockholder ApprovalRequired Statutory Approvals, to consummate the transactions contemplated by this Agreement and the other Transaction Documents (the “Contemplated Transactions”). The execution Subject to obtaining stockholder approval, the execution, delivery and delivery performance by the Company of this Agreement and any Related Agreements to which the Company is a party other Transaction Documents, and the consummation by the Company of the Transactions Contemplated Transactions, have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Company Board) Company, and no further other corporate or other action is required necessary on the part of the Company to authorize this Agreement and any Related Agreements to which or the Company is a party other Transaction Documents or to consummate the Contemplated Transactions, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Transactions.
(b) The Company Board has unanimously determined that this This Agreement and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements Transaction Documents to which the Company is a party have been duly executed and delivered by the Company and Company, and, assuming the due authorization, execution and delivery by the other parties hereto and theretoBuyer, constitute the valid and binding obligations of the Company Company, enforceable against it the Company in accordance with their respective terms, subject to except as limited by the Enforceability Exceptions.
(xb) Legal Requirements The board of general application relating to bankruptcydirectors of the Company, insolvencyby resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way (the “Company Board Approval”), moratorium, has duly (i) determined that this Agreement and the relief transactions contemplated hereby are in the best interests of debtors the Company and enforcement of creditors’ rights in generalits equityholders, and declared the Merger to be advisable, (yii) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity (clauses (x) approved this Agreement and (yiii) collectively, recommended that the “Enforceability Limitations”)Stockholders adopt this Agreement and directed that it be submitted for consideration thereby. The Company Board Approval constitutes the approval of this Agreement and the transactions contemplated hereby (including the Merger) under the provisions of Section 251 of the DGCL. The Required Stockholder Approval is the only vote of the holders of capital stock of the Company necessary to approve the Merger.
Appears in 1 contract
Sources: Merger Agreement (Cubic Corp /De/)
Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into this Agreement Agreement, the Certificates and any Related Agreements to which it is a party and, subject to receipt of obtaining the Requisite Initial Stockholder ApprovalConsent, to consummate the TransactionsMerger, file the Certificate Amendment with the Secretary of State of the State of Delaware, and the other transactions contemplated hereby and thereby. The execution and delivery of this Agreement Agreement, the Certificates and any Related Agreements to which the Company is a party and the consummation of the Transactions Merger, and the other transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Company Board) Company, and no further corporate or other action is required on the part of the Company to authorize this Agreement Agreement, the Certificate Amendment, the Certificates and any Related Agreements to which the Company it is a party or and the transactions contemplated hereby and thereby, subject only to consummate the Transactions, other than the adoption of this Agreement and approval of the Merger transactions contemplated by this Agreement by the Stockholders Company Stockholders. The vote required of the Company who hold (a) at least a majority Stockholders to approve this Agreement, the Certificate Amendment, the Certificates and the Related Agreements, the Merger and the other transactions contemplated hereby and thereby is set forth in Section 2.4 of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and Disclosure Schedule (b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectivelysuch vote, the “Requisite Stockholder ApprovalVote”). The Requisite Stockholder Approval is This Agreement, including the only vote plan of merger described in Article I, has been unanimously approved by the Board of Directors of the Company, and the Board of Directors of the Company has unanimously recommended that the Company Stockholders required under applicable Legal Requirements, Delaware Lawapprove this Agreement. This Agreement, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement Certificates and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (xi) Legal Requirements laws of general application relating to bankruptcy, insolvency, moratoriumfraudulent conveyance, the relief of debtors reorganization, moratorium and enforcement of other similar laws relating to or affecting creditors’ rights in general, generally and (yii) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity (clauses (x) and (y) collectively, the “Enforceability Limitations”)equity.
Appears in 1 contract
Authority and Enforceability. (a) The Company Seller has all requisite corporate power and authority to enter into into, deliver and perform this Agreement and the Disclosure Schedule, the Lease Agreement, the THR Hospital Provider Agreements, the Transition Services Agreement, the License Agreement, Seller's Bring Down Certificate and any other documents contemplated by this Agreement (collectively, the "Related Agreements Documents") to which it Seller is a party and, subject to receipt of the Requisite Stockholder Approval, and to consummate the Transactions. The execution All acts or proceedings required to be taken by Seller to authorize the execution, delivery and delivery performance of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Transactions have been duly authorized and validly taken and, by all necessary corporate action on the part of the Company (including the unanimous approval of the Company Board) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Closing, each Related Agreements Document to which the Company Seller is a party or to consummate the Transactionswill be duly authorized, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming Seller pursuant to all necessary corporate action. Assuming the due authorization, execution and delivery by the other parties hereto thereto (except THR), this Agreement constitutes, and theretoupon their execution and delivery at the Closing, each Related Document to which Seller is a party, will constitute the legal, valid and binding obligations obligation of the Company Seller, enforceable against it Seller in accordance with their respective terms.
(b) THR has all requisite corporate power and authority to enter into, subject deliver and perform this Agreement and the Related Documents to which THR is party and to cause the consummation of the Transactions. All acts or proceedings required to be taken by THR to authorize the execution, delivery and performance of this Agreement and the Transactions have been duly and validly taken and by Closing, each Related Document to which THR is a party will be duly authorized, executed and delivered by THR pursuant to all necessary corporate action. Assuming the due authorization, execution and delivery by the other parties thereto (x) Legal Requirements of general application relating to bankruptcyexcept Seller), insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in generalthis Agreement constitutes, and (y) rules upon their execution and delivery at the Closing, each Related Document to which THR is a party, will constitute the legal, valid and binding obligation of law governing specific performanceTHR, injunctive relief, other equitable remedies and other general principles of equity (clauses (x) and (y) collectively, the “Enforceability Limitations”)enforceable against THR in accordance with their respective terms.
Appears in 1 contract
Sources: Purchase Agreement (Pacificare Health Systems Inc /De/)
Authority and Enforceability. (a) The Company has all requisite necessary corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party the Operative Agreements, and, subject to receipt in the case of the Requisite consummation of the Merger to Company Stockholder Approval, to perform its obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery by Company of this Agreement and any Related the Operative Agreements to which the Company is a party and the consummation by Company of the Transactions transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Company, subject in the Company (including the unanimous approval case of the Company Board) and no further corporate or other action is required on the part consummation of the Merger to Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Transactions, other than Stockholder Approval. The only stockholder approval required for the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote delivery to Company of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote written consents in favor of adoption of this Agreement and approval from the holders of a majority of the Transactionsoutstanding shares of Common Stock (the "COMPANY STOCKHOLDER APPROVAL"). The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have has been duly executed and delivered by the Company and, assuming Company Stockholder Approval and assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoMerger Sub, constitute constitutes the valid and binding obligations obligation of the Company Company, enforceable against it in accordance with their respective its terms, subject to except as such enforceability may be limited by (xi) Legal Requirements of general application relating to bankruptcy, insolvency, moratoriumreorganization, the relief of debtors and enforcement of moratorium or other similar Laws affecting or relating to creditors’ ' rights in generalgenerally, and (yii) rules the availability of law governing specific performance, injunctive relief, relief and other equitable remedies remedies.
(b) The Board of Directors of Company has, by the unanimous vote of all directors then in office, (i) approved this Agreement and other general principles the transactions contemplated hereby, (ii) determined that the Merger is advisable and in the best interests of equity (clauses (x) Company Stockholders and (yiii) collectively, the “Enforceability Limitations”)resolved to recommend that Company Stockholders adopt this Agreement and directed that this Agreement be submitted to Company Stockholders for adoption. Such resolutions have not been rescinded and are in full force and effect.
Appears in 1 contract
Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Transactions transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Company Board) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which it is a party and the transactions contemplated hereby and thereby. The Company Stockholder Approval is the only vote, approval or consent of the holders of any class or series of Company Capital Stock or any other securities of the Company that is necessary to adopt this Agreement and each of the Related Agreements to which the Company is a party or to consummate the Transactions, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement transactions contemplated hereby and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactionsthereby. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have been been, or, as of the Effective Time shall be, duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute, or shall constitute when executed and delivered, the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (xA) Legal Requirements Laws of general application relating to bankruptcy, insolvency, moratoriumfraudulent conveyance, the relief of debtors reorganization, moratorium and enforcement of other similar laws relating to or affecting creditors’ rights in general, generally and (yB) principles of equity, rules of law governing specific performance, injunctive relief, relief and other equitable remedies (the “Enforcement Exceptions”). The Company Board, by resolutions duly adopted (and other general principles not thereafter modified or rescinded) by the unanimous vote of equity (clauses the Company Board, has (x) declared that this Agreement, the Related Agreements and the transactions contemplated hereby and thereby, including the Merger, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests of the Company and the Company Stockholders, (y) approved this Agreement in accordance with the provisions of the DGCL and (z) directed that the adoption of this Agreement and approval of the Merger be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement and approve the Merger (collectively, the “Enforceability LimitationsCompany Board Resolutions”).
(b) The Company, the Company Board and the Company Stockholders have taken all actions such that the restrictive provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination,” “interested shareholder” or other similar anti-takeover statute or regulation, and any anti-takeover provision in the Company Charter Documents shall not be applicable to any of Parent, the Company or Final Surviving Entity or to the execution, delivery or performance of the transactions contemplated by this Agreement, including the consummation of the Merger or any of the other transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Agreement and Plan of Merger and Reorganization (CCC Intelligent Solutions Holdings Inc.)
Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and any Related Agreements to which it is a party and, subject to receipt each of the Requisite Stockholder Approval, to consummate the Transactions. The execution and delivery of this Agreement and any Related Ancillary Agreements to which the Company is a party and to perform the consummation Company’s obligations under this Agreement and each such Ancillary Agreement. The execution, delivery and performance of this Agreement and the Transactions Ancillary Agreements have been duly authorized by all necessary corporate action on the part of the Company subject only to approval by (including w) the unanimous approval holders of a majority of the votes represented by the outstanding shares of Company Board) and no further corporate or other action is required Capital Stock entitled to vote on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is Merger, voting as a party or to consummate single class (x) the Transactions, other than the adoption holders of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the then outstanding shares of Company Capital StockCommon Stock voting as a single class, (y) the holders of at least a majority of the then outstanding shares of Preferred Stock voting together as a single class on an as as-converted into Company to Common Stock basis and (z) the holders of at least a majority of the then outstanding shares of Series F Preferred Stock, voting on an as-converted to Common Stock basis, in each case, at a meeting duly noticed and (b) at least sixty-six and two thirds (66 2/3%) held, or by written consent, in compliance with all applicable requirements of the voting power of DGCL (the outstanding shares of Company Preferred Stock, voting together as a single class (approval referenced in clauses (aw), (x), (y) and (b), collectively, z) the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is Without limiting the only vote foregoing, the board of directors of the Stockholders required under applicable Legal RequirementsCompany, Delaware Lawat a meeting thereof duly called and held, has duly adopted resolutions by the requisite majority vote approving this Agreement, the Charter Documents Merger and all Contracts to which the Company or any Subsidiary is a party to legally adopt other transactions contemplated by this Agreement, determining that the terms and conditions of this Agreement, the Merger and the other transactions contemplated by this Agreement and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement Stockholders and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so recommending that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to Company’s Stockholders adopt and approve this Agreement and the TransactionsAgreement. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the Related other parties to the Agreement, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to (a) laws of general application relating to bankruptcy, insolvency, and the relief of debtors, and (b) rules of law governing specific performance, injunctive relief and other equitable remedies. Upon the execution and delivery by the Company of the Ancillary Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by each of the other parties hereto and theretoto each Ancillary Agreement, such Ancillary Agreements will constitute the legal, valid and binding obligations of the Company Company, enforceable against it the Company in accordance with their respective terms, subject to (xa) Legal Requirements laws of general application relating to bankruptcy, insolvency, moratorium, and the relief of debtors and enforcement of creditors’ rights in generaldebtors, and (yb) rules of law governing specific performance, injunctive relief, relief and other equitable remedies and other general principles of equity (clauses (x) and (y) collectively, the “Enforceability Limitations”)remedies.
Appears in 1 contract
Authority and Enforceability. (a) The Company has all requisite necessary corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party Agreement, and, subject to receipt in the case of the Requisite consummation of the Merger to the Company Stockholder Approval, to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The execution and delivery by the Company of this Agreement and any Related Agreements to which the consummation by the Company is a party and the consummation of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company (including Company, subject in the unanimous approval case of the Company Board) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Transactions, other than the adoption of this Agreement and approval consummation of the Merger by to the Stockholders Company Stockholder Approval.
(b) The affirmative vote or consent of the Company who hold holders of (ai) at least a majority of the voting power of the outstanding shares of Company Capital Common Stock and Company Preferred Stock, voting together as a single class on an as as-converted into Company Common Stock basis, and (bii) at least sixty-six and two thirds (66 2/3%) of the voting power a majority of the outstanding shares of Company Preferred Stock, Stock voting together as a single separate class, at a duly convened meeting of the Company Stockholders or by written consent to adopt and approve this Agreement and the Merger is the only vote or consent of the holders of any class of capital stock or other security of the Company necessary to adopt and approve this Agreement and the Merger (clauses (a) and (b), collectively, the “Requisite Company Stockholder Approval”). The Requisite Stockholder Approval is the only vote execution and delivery of the Principal Stockholder Consent by each of the Principal Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the shall constitute Company or any Subsidiary is a party to legally adopt this Agreement and approve the TransactionsStockholder Approval.
(bc) This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes the valid and binding obligation of the Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights generally, and (ii) the availability of injunctive relief and other equitable remedies.
(d) The Board of Directors of the Company Board has unanimously has, by unanimous vote of all directors then in office, (i) approved this Agreement, the Merger and the other transactions contemplated hereby, (ii) determined that this the Agreement and the Transactions are advisable, Merger is advisable and fair to, and in the best interests of, the Company Stockholders and its Stockholders, approved (iii) resolved to recommend that the Company Stockholders adopt and approve this Agreement and the Transactions, Merger and recommended to the Stockholders to vote in favor of adoption of directed that this Agreement and approval of the Transactions. Merger be submitted to the Company Stockholders for adoption and approval.
(e) The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section section 203 of Delaware Law are not the DGCL applicable to a “business combination” (as defined in such Section 203), and any other similar federal, state, local or foreign “fair price” or “control share acquisition” statutes, laws or regulations (any such statute, law or regulation, a “Takeover Statute”), will not apply to Parent or Merger Sub with respect to the Merger, including the execution, delivery or performance of this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each consummation of the Related Agreements to which the Company is a party have been duly executed Merger and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity (clauses (x) and (y) collectively, the “Enforceability Limitations”)transactions contemplated hereby.
Appears in 1 contract
Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, to consummate the Transactions. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Transactions have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Company Board) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Transactions, other than the adoption of this Agreement and approval of the Merger Transactions by the Stockholders of the Company who hold (ai) at least a majority of the voting power of the outstanding shares of Company Capital Voting Common Stock and Voting Preferred Stock, voting together as a single class on an as as-converted into to Company Common Stock basis, and (bii) at least sixty-six and two thirds seven percent (66 2/367%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class on an as-converted to Company Common Stock basis, (iii) at least sixty-seven percent (67%) of the outstanding shares of Voting Preferred Stock, voting together as a single class on an as-converted to Company Common Stock basis, and (iv) at least sixty percent (60%) of the outstanding shares of Series B Preferred Stock, voting as a separate series (the foregoing clauses (ai), (ii), (iii) and (b), iv) collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so that the any restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other Transactions and no “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity (clauses (x) and (y) collectively, the “Enforceability Limitations”).
(d) The Company and the Company Board have taken all actions necessary to effect the transactions anticipated by Section 1.6(b)(iv) under the Plan, all Company Options, and any other plan or arrangement of the Company (whether written or oral, formal or informal) governing the terms of any Company Options, including (i) the determination by the administrators of the Plan that the treatment of Company Options contemplated by Section 1.6(b)(iv) is permissible under the terms of the Plan and the applicable equity award agreements, and (ii) the delivery of all required notices and the procurement of all necessary approvals and consents from third parties necessary to effectuate the foregoing.
(e) The Company has complied with the provisions of, and no breach, violation or default exists under, any Contract to which the Company or any of its Subsidiaries is a party that provides for any notice or negotiation rights with respect to an acquisition of the Company.
Appears in 1 contract
Sources: Merger Agreement (FireEye, Inc.)
Authority and Enforceability. (a) The Each of the Key Stakeholders has the requisite legal capacity and competence to execute, deliver and perform this Agreement and any Related Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. Each of the Company and the Seller has all requisite corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery of this Agreement and any Related Agreements to which the Company Company, the Seller or the Key Stakeholders is a party and the consummation of the Transactions transactions contemplated hereby and thereby have been duly authorized by all necessary individual, corporate and shareholder action on the part of the Company (including Company, the unanimous approval of Seller and the Company Board) Key Stakeholders, and no further individual, corporate or other shareholder action is required on the part of the Company Company, the Seller and the Key Stakeholders to authorize this Agreement and any Related Agreements to which the Company it is a party or to consummate and the Transactions, other than the adoption of this Agreement transactions contemplated hereby and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”)thereby. The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Transactions.
(b) The Company Board has unanimously determined that this This Agreement and the Transactions are advisable, fair to, and in Merger have been unanimously approved by the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the TransactionsBoard. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company Company, the Seller and the Key Stakeholders is a party have been duly executed and delivered by the Company Company, the Seller and the Key Stakeholders, as applicable, and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company Company, the Seller and the Key Stakeholders, as applicable, enforceable against it the Company, the Seller and the Key Stakeholders, as applicable in accordance with their respective terms, subject to to: (xa) Legal Requirements laws of general application relating to bankruptcy, insolvency, moratorium, insolvency and the relief of debtors and enforcement of creditors’ rights in general, debtors; and (yb) rules of law governing specific performance, injunctive relief, relief and other equitable remedies and other general principles of equity remedies. The Company, including the Company’s Ultimate Parent Entity as that term is defined in 16 C.F.R. Part 801.1(a)(3), (clauses (xi) is not engaged in manufacturing as defined in 16 C.F.R. Part 801.1(j) and (yii) collectively, the “Enforceability Limitations”)has total assets of less than Fifteen Million Six Hundred Thousand Dollars ($15,600,000) as determined in accordance with 16 C.F.R. Part 801.11.
Appears in 1 contract
Authority and Enforceability. (a) The Company has all requisite full corporate power and authority to enter into execute and deliver this Agreement and any Related Agreements each of the Transaction Documents to which it is or will be a party, and to perform its obligations hereunder and thereunder and to consummate the Transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement and the Transaction Documents to which it is a party andparty, subject to receipt have been, or will be when executed and delivered on the Closing Date, duly authorized by all necessary corporate action by the Company and no other corporate proceedings on the part of the Requisite Company (other than the Stockholder Approval) will be necessary to authorize the execution, delivery and performance of this Agreement or to consummate the TransactionsMergers and the other transactions contemplated hereby and thereby. The execution and delivery of this This Agreement and any Related Agreements the Transaction Documents to which the Company is a party have been, or will be when executed and delivered on the consummation Closing Date, duly executed and delivered by the Company and, assuming the due execution and delivery by the other parties thereto, constitute (or will constitute) a valid and legally binding obligation of the Transactions have been duly authorized by all necessary corporate action on the part of Company, enforceable against the Company in accordance with the terms hereof, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar Laws affecting creditors’ rights generally and by general equitable principles (including whether considered in a proceeding at law or in equity) (the unanimous approval “General Enforceability Exceptions”).
(b) The affirmative vote or affirmative action by written consent of the Company Board) and no further corporate or other action is required on the part holders of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Transactions, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (ai) at least a majority of the voting power of the outstanding all shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basisclass, and (bii) at least sixty-six and two thirds (66 2/3%) a majority of the voting power of the outstanding shares holders of Company Preferred Stock, Stock (voting together as a single class (clauses (aand not as separate series, on an as-converted basis) and (b), iii) at least a majority of the holders of the Series D Preferred Stock (collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is , are the only vote votes, approvals, consents or other actions of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or the holders of any Subsidiary is a party to legally adopt this Agreement and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor class or series of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations capital stock of the Company enforceable against it in accordance with their respective terms(including any class or series of Company Preferred Stock or Company Common Stock) necessary to authorize, subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency, moratoriumapprove and adopt this Agreement, the relief of debtors Mergers and enforcement of creditors’ rights in general, the other transactions contemplated hereby and (y) rules of law governing specific performance, injunctive relief, to consummate the Mergers and the other equitable remedies and other general principles of equity (clauses (x) and (y) collectively, the “Enforceability Limitations”)transactions contemplated hereby.
Appears in 1 contract
Sources: Merger Agreement (AtriCure, Inc.)
Authority and Enforceability. (a) The Company has all requisite corporate limited liability power and authority to enter into this Agreement and the Company has all requisite limited liability power and authority to enter into any Related Agreements Agreement to which it is a party and, subject to receipt of the Requisite Stockholder Approval, and to consummate the transactions contemplated hereby and thereby, including the Transactions. The execution and delivery of this Agreement and any Related Agreements Agreement to which the Company is a party and the consummation of the Transactions transactions contemplated hereby and thereby, including the Transactions, have been duly authorized by all necessary corporate limited liability action on the part of the Company (including the unanimous approval of the Company Board) and no further corporate or other limited liability company action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Transactions, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement and the Transactions are advisabletransactions contemplated hereby and thereby, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of including the Transactions. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have been been, or, as of the Closing shall be, duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute, or shall constitute when executed and delivered, the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (xi) Legal Requirements laws of general application relating to bankruptcy, insolvency, moratoriumfraudulent conveyance, the relief of debtors reorganization, moratorium and enforcement of other similar laws relating to or affecting creditors’ rights in general, generally and (yii) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity (clauses (x) and (y) collectively, the “Enforceability LimitationsExceptions”). Subject to the foregoing, no other votes, approvals or consents on the part of the Company or Holdco are necessary under applicable Law or any of the Company’s Organizational Documents to adopt this Agreement and approve the Transactions.
(b) No consent, approval, Order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity or any other Person is required by or with respect to the Company in connection with the execution and delivery of this Agreement or the consummation of the Transactions, except for (i) as may be required under antitrust Laws and (ii) such consents, approvals, Orders, authorizations, registrations, declarations, filings and notices that, if not obtained or made, would not adversely affect, and would not reasonably be expected to adversely affect, in any material respect, the Company’s ability to perform or comply with the covenants, agreements or obligations of the Company herein or to consummate the Transactions in accordance with this Agreement and applicable Law.
(c) The execution and delivery by the Company of this Agreement and any Related Agreement to which the Company is a party, and the consummation of the Transactions, will not conflict with or result in any violation of or default under (with or without notice or lapse of time, or both) or give rise to, any payment obligation, or a right of termination, cancellation, modification or acceleration of any obligation or loss of any material benefit under, or require any consent, approval or waiver from any Person pursuant to, (i) any provision of the Organizational Documents of the Company, (ii) any Contract, or (iii) any Law or Order applicable to the Company or its properties or assets (whether tangible or intangible).
(d) The Company has taken all actions such that the restrictive provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination,” “interested shareholder” or other similar anti-takeover statute or regulation, and any anti-takeover provision in the Company’s Organizational Documents will not be applicable to either of Buyer or Holdco or to the execution, delivery or performance of the Transactions.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Regis Corp)
Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and any Related Agreements to which it is a party and, subject to receipt each of the Requisite Stockholder Approval, to consummate the Transactions. The execution and delivery of this Agreement and any Related Ancillary Agreements to which the Company is a party and to perform the consummation Company’s obligations under this Agreement and each such Ancillary Agreement. The execution, delivery and performance of this Agreement and the Transactions Ancillary Agreements have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous subject only to approval of the Company Board) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Transactions, other than the adoption of this Agreement and approval of the Merger by the Stockholders holders of the Company who hold (a) at least a majority of the voting power of votes represented by the outstanding shares of Company Capital StockStock entitled to vote on this Agreement and the Merger, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote , at a meeting duly noticed and held, or by written consent, in compliance with all applicable requirements of the Stockholders required under applicable Legal Requirements, Delaware LawDGCL. Without limiting the foregoing, the Charter Documents board of directors of the Company, at a meeting thereof duly called and all Contracts to which held, has duly adopted resolutions by the Company or any Subsidiary is a party to legally adopt requisite majority vote approving this Agreement, the Merger and the other transactions contemplated by this Agreement, determining that the terms and conditions of this Agreement, the Merger and the other transactions contemplated by this Agreement and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement Stockholders and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so recommending that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to Company’s Stockholders adopt and approve this Agreement and the TransactionsAgreement. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the Related other parties to the Agreement, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to (a) laws of general application relating to bankruptcy, insolvency, and the relief of debtors, and (b) rules of law and equity governing specific performance, injunctive relief and other equitable remedies. Upon the execution and delivery by the Company of the Ancillary Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by each of the other parties hereto and theretoto each Ancillary Agreement, such Ancillary Agreements will constitute the legal, valid and binding obligations of the Company Company, enforceable against it the Company in accordance with their respective terms, subject to (xa) Legal Requirements laws of general application relating to bankruptcy, insolvency, moratorium, and the relief of debtors and enforcement of creditors’ rights in generaldebtors, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity (clauses (x) and (y) collectively, the “Enforceability Limitations”).and
Appears in 1 contract
Sources: Merger Agreement
Authority and Enforceability. (a) The Company has all requisite corporate full power and authority to enter into execute this Agreement and any Related Agreements the other Transaction Documents to which it is (or will be) a party and to perform its obligations hereunder and thereunder and, subject to receipt of the Requisite Stockholder Shareholder Approval, to consummate the Transactions. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party Merger and the consummation of the Transactions have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Company Board) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Transactions, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Transactions.
(b) This Agreement and the other Transaction Documents have been (or will be) duly executed and delivered by the Company and, assuming the due authorization, execution, and delivery by each of the other parties hereto and thereunder, represent valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except, in each case, to the extent such enforceability is subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, or other Applicable Law affecting or relating to creditors’ rights generally and general principles of equity (such exceptions, collectively, the “Enforceability Exceptions”).
(c) The Company Board has unanimously (i) determined that this Agreement and the Transactions Transactions, including the Merger, are advisable, fair to, and in the best interests of, of the Company and its Stockholders, approved this Agreement and the TransactionsShareholders, and recommended to that, considering the Stockholders to vote in favor of adoption of this Agreement and approval financial position of the Transactions. The Company Board has taken all necessary actions so merging companies, no reasonable concern exists that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable Surviving Company will be unable to this Agreement and fulfill the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective termsto its creditors and (ii) approved and declared advisable the execution, subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in generaldelivery, and performance of this Agreement, Company Merger Proposal, Support Agreement and the consummation of the Transactions, including the Merger and (yiii) rules resolved to recommend that the Shareholders adopt this Agreement and approve the Merger and the other Transactions. The only affirmative votes or written consents of law governing specific performance, injunctive relief, the holders of any classes or series of Company Share Capital necessary to adopt this Agreement and approve the Merger and the other equitable remedies Transactions are affirmative vote or written consent of (i) the Shareholders holding at least (A) at least 66% of all Company Ordinary Shares and other general principles of equity Company Preferred Shares (clauses (xvoting together as a single voting class on an as-converted to Company Ordinary Shares basis) and (yB) a majority of the outstanding shares of Company Preferred Shares (voting as a separate class on an as-converted to Company Ordinary Shares basis) and (ii) 100% of each Shareholder holding Company Preferred Shares that holds at least 10% of the Company Share Capital ((i) and (ii) collectively, the “Enforceability LimitationsShareholder Approval”).
Appears in 1 contract
Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Company Stockholder Approval, to consummate the Merger and the other Transactions. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Merger and the other Transactions have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Board of Directors of the Company Board(the “Requisite Company Board Approval”)) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Merger or any other Transactions, other than the adoption of this Agreement and approval of the Merger by the Stockholders (i) holders of at least 67% of the outstanding shares of Company who hold Preferred Stock, voting together as a single class and on an as converted to Company Common Stock basis, and (aii) holders of at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class and on an as converted into to Company Common Stock basis, and basis (b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Company Stockholder Approval”). The Requisite Company Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger and the other Transactions.
(b) . The Board of Directors of the Company Board has unanimously determined that this Agreement and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement Merger and the Transactionsother Transactions (the “Company Recommendation”). No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity (clauses (x) and (y) collectively, the “Enforceability Limitations”).
Appears in 1 contract
Sources: Merger Agreement (EnteroMedics Inc)
Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into this Agreement and any Related Agreements Agreement, each of the other agreements contemplated hereby to which it the Company is or will be a party andparty, and to consummate the transactions contemplated hereby, subject to receipt of the Requisite Company Stockholder Approval, to consummate the Transactions. The execution and delivery of this Agreement and any Related Agreements Agreement, each of the other agreements contemplated hereby to which the Company is or will be a party party, the performance of the Company’s obligations hereunder and thereunder, and the consummation of the Transactions transactions contemplated hereby or thereby have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of Company, subject to the Company Board) and no further corporate or other action is required on the part of Stockholder Approval. Subject to the Company to authorize Stockholder Approval, this Agreement and any Related Agreements to which the Company is a party or to consummate the Transactions, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and constitutes (assuming the due authorization, execution execution, and delivery by the other parties hereto and thereto, constitute ) the valid and binding obligations obligation of the Company enforceable against it the Company in accordance with their respective its terms, and each other agreement contemplated hereby to which the Company is or will be a party, after being duly executed and delivered by the Company, will (assuming due authorization, execution, and delivery by the other parties thereto) constitute a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, in each case subject only to the effect, if any, of (xi) Legal Requirements of general application relating to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium, or other similar laws relating to or affecting the relief of debtors and enforcement rights or remedies of creditors, or (ii) general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief) (such laws and principles described in clauses (i) and (ii) being referred to herein as “Creditors’ rights Rights”).
(b) The Company Board, by resolutions duly adopted (and not thereafter modified or rescinded) by the unanimous vote or written consent of the Company Board, has approved this Agreement, the Certificate of Merger, the Merger, and the other transactions contemplated by this Agreement, and determined that this Agreement and the other transactions contemplated by this Agreement are advisable and in generalthe best interests of the Company and the Company Stockholders.
(c) Immediately after the execution and delivery of this Agreement by each of the parties hereto, the Company Stockholder Approval will be obtained by consents in writing in accordance with (i) the provisions of the Organizational Documents, (ii) the DGCL, and (yiii) rules of law governing specific performance, injunctive relief, any other equitable remedies and other general principles of equity (clauses (x) and (y) collectively, the “Enforceability Limitations”)applicable Legal Requirements.
Appears in 1 contract
Sources: Merger Agreement (Sailpoint Technologies Holdings, Inc.)
Authority and Enforceability. (a) The Company has all requisite necessary corporate power and authority to enter into this Agreement Agreement, to perform its obligations hereunder and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, to consummate the Transactionstransactions contemplated by this Agreement. The execution and delivery of this Agreement and any Related Agreements to which by the Company, the performance by the Company is a party of its obligations hereunder, and the consummation by the Company of the Transactions transactions contemplated by this Agreement, have been duly authorized by all necessary the board of directors of the Company (the “Company Board of Directors”), and no other corporate action on the part of the Company (including is necessary to authorize the unanimous approval execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder or the consummation by the Company of the Company Board) and no further corporate or other action is required on the part of the Company to authorize transactions contemplated by this Agreement and any Related Agreements to which the Company is a party or to consummate the TransactionsAgreement, other than the Company Stockholder Approval. This Agreement has been duly executed and delivered by the Company and (assuming due authorization, execution and delivery by the other Parties to this Agreement) constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by or subject to (i) bankruptcy, insolvency, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally or (ii) the effect of rules of Law and general principles of equity, including those governing specific performance, injunctive relief and other equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at Law) (the “Enforceability Exceptions”).
(b) At a meeting duly called and held, the Company Board of Directors has (i) unanimously determined that this Agreement and the transactions contemplated hereby are fair to, advisable and in the best interests of the Company’s stockholders, (ii) unanimously approved and adopted this Agreement and the transactions contemplated hereby and (iii) unanimously resolved (subject to Section 6.2) to recommend adoption of this Agreement and approval of the Merger and the other transactions contemplated hereby by the Stockholders of the Company who hold Company’s stockholders (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectivelysuch recommendation, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity (clauses (x) and (y) collectively, the “Enforceability LimitationsRecommendation”).
Appears in 1 contract
Sources: Agreement and Plan of Merger (Vir Biotechnology, Inc.)
Authority and Enforceability. (a) The Company Such Non-Oak Seller has all requisite corporate the entity power and authority authority, and, in the case of any Non-Oak Seller that is an individual, the requisite legal capacity and the unrestricted right, power and authority, to enter into execute and deliver this Agreement and any Related the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the Contemplated Transactions. The execution, delivery and performance by such Non-Oak Seller of this Agreement and the Ancillary Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, to consummate the Transactions. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation by such Non-Oak Seller of the Contemplated Transactions have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Company Board) such Non-Oak Seller and no further corporate or other action is required necessary on the part of the Company such Non-Oak Seller to authorize this Agreement and or any Related Agreements Ancillary Agreement to which the Company it is a party or to consummate the Contemplated Transactions. If such Non-Oak Seller is an individual and is married, and such Non-Oak Seller’s Units constitute community property or otherwise need spousal or other than approval for this Agreement or the adoption Ancillary Agreements to which he or she is a party to be legal, valid and binding, the execution, delivery and performance of this Agreement and approval the Ancillary Agreements and the consummation by such Non-Oak Seller of the Merger Contemplated Transactions have been duly authorized by, and, constitute the legal, valid and binding obligation of such Non-Oak Seller’s spouse enforceable against such spouse in accordance with its terms, except as limited by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stockbankruptcy, voting together as a single class on an as converted into Company Common Stock basisinsolvency, reorganization, moratoriums, fraudulent conveyance or similar Laws related to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered a proceeding in equity or at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”)Law. The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements Ancillary Agreement to which the Company it is a party have been duly executed and delivered by the Company and assuming the such Non-Oak Seller. Assuming due authorization, execution and delivery by the Buyer and each other parties hereto and party thereto, constitute this Agreement and each of the Ancillary Agreements constitutes a legal, valid and binding obligations obligation of the Company such Non-Oak Seller, enforceable against it such Non-Oak Seller in accordance with their respective its terms, subject to except as limited by (xa) Legal Requirements of general application relating to bankruptcy, insolvency, reorganization, moratorium, the relief of debtors and enforcement of fraudulent conveyance or other similar Laws relating to creditors’ rights in general, generally and (yb) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity, whether such enforceability is considered in a proceeding in equity (clauses (x) and (y) collectively, the “Enforceability Limitations”)or at Law.
Appears in 1 contract
Authority and Enforceability. (a) The Company Each of Parent and Merger Sub has all requisite corporate power and authority to enter into execute and deliver this Agreement Agreement, to perform its obligations hereunder and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, to consummate the Transactionstransactions contemplated hereby. The Each of Parent and Merger Sub has taken all requisite corporate action to authorize the execution and delivery of this Agreement and any Related Agreements to which Agreement, the Company is a party performance of its obligations hereunder and the consummation of the Transactions have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Company Board) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Transactions, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”)transactions contemplated hereby. The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have has been duly executed and delivered by the Company each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by each of the other parties hereto hereto, this Agreement constitutes the valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the Enforceability Exceptions.
(b) Parent has all requisite power and authority to execute and deliver the Ancillary Agreements to which it will be a party, to perform its obligations thereunder and to consummate the transactions contemplated thereby. Parent has, and prior to the Closing will have, taken all requisite corporate or other actions to authorize the execution and delivery of the Ancillary Agreements to which it will be a party, the performance of its obligations thereunder and the consummation of the transactions contemplated thereby. Each Ancillary Agreement, if and when executed by Parent upon the terms and subject to the conditions set forth in this Agreement, will be duly executed and delivered by Parent and, assuming the due authorization, execution and delivery by each of the other parties thereto, each Ancillary Agreement will constitute the valid and binding obligations obligation of the Company Parent enforceable against it Parent in accordance with their respective its terms, subject to the Enforceability Exceptions.
(xc) Legal Requirements Each of general application relating (i) the board of directors of Parent and (ii) the board of directors of Merger Sub has approved and, in the case of Merger Sub, declared advisable this Agreement and the Ancillary Agreements to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in generalwhich Parent is a party, and (y) rules the merger of law governing specific performance, injunctive relief, Merger Sub with and into the Company upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL. Parent has adopted this Agreement and consented to the Merger and the consummation of the other equitable remedies transactions contemplated hereby pursuant to the Parent Merger Approval. No other vote or consent of the holders of any class or series of the capital stock of Parent or Merger Sub is required to approve and other general principles adopt this Agreement and the Ancillary Agreements to which Parent is a party and the merger of equity (clauses (x) Merger Sub with and (y) collectively, into the “Enforceability Limitations”)Company upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL.
Appears in 1 contract
Sources: Merger Agreement (PLBY Group, Inc.)
Authority and Enforceability. (a) The Company Seller has all requisite corporate power and authority to enter into execute and deliver this Agreement and any Related Agreements each other agreement, document, instrument and/or certificate contemplated by this Agreement to which it is a party andbe executed by the Seller in connection with the Transactions (all agreements, subject documents, instruments and certificates to receipt of be executed and delivered by the Requisite Stockholder Approval, to consummate Seller or the Buyer in connection with the Transactions, the “Ancillary Documents”), and to perform its obligations hereunder and thereunder. The execution execution, delivery and delivery performance by the Seller of this Agreement and any Related Agreements the Ancillary Documents to which the Company Seller is a party party, and the consummation by the Seller of the Transactions Transactions, have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Company Board) Seller, and no further corporate or other action is required necessary on the part of the Company Seller to authorize this Agreement and any Related Agreements to which the Company is a party or such Ancillary Documents or to consummate the Transactions, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Seller Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements Ancillary Document to which the Company Seller is a party have been duly executed and delivered by the Company and Seller, and, assuming the due authorization, execution and delivery by the each other parties hereto and party thereto, each constitutes (or will constitute the upon execution) a legal, valid and binding obligations obligation of the Company Seller, enforceable against it the Seller in accordance with their its respective terms, subject to except as limited by the Bankruptcy and Equity Exception.
(xb) Legal Requirements The board of general application relating to bankruptcy, insolvency, moratoriumdirectors of the Seller (the “Seller Board”) has duly adopted resolutions by which the Seller Board has: (i) determined that the sale of the Membership Interests, the relief other Transactions and this Agreement are advisable and fair to and in the best interests of debtors the Seller and enforcement its stockholders; (ii) authorized and approved the execution, delivery and performance of creditors’ rights in general, this Agreement (including the sale of the Membership Interests) by the Seller; (iii) resolved to recommend the Transactions to the Seller’s stockholders for Seller Stockholder Approval (the “Seller Board Recommendation”); and (yiv) rules directed that this Agreement and the transactions contemplated hereby be submitted to the holders of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity (clauses (x) and (y) collectively, the “Enforceability Limitations”)Seller Common Stock for their adoption.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Remark Holdings, Inc.)
Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, to consummate the Transactions. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Transactions have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Company Board) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Transactions, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority sixty-six and two thirds percent (66 2/3%) of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as as-converted into to Company Common Stock basis, and basis (b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so that the any restrictions on business combinations set forth in Section 203 of Delaware Law under applicable Legal Requirements are not applicable to this Agreement and the Transactions. No other Transactions and no “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity (clauses (x) and (y) collectively, the “Enforceability Limitations”).
Appears in 1 contract
Sources: Merger Agreement (FireEye, Inc.)
Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, and to consummate the TransactionsMerger and the other transactions contemplated hereby and thereby. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation by the Company of the Transactions Merger and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Company Boardboard of directors of the Company) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the TransactionsMerger or any other transactions contemplated hereby and thereby in accordance with the terms hereof, other than the adoption of this Agreement and approval of the Merger by Company Shareholders representing the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and Requisite Shareholder Approval.
(b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Shareholder Approval is the only vote of the Stockholders Company Shareholders required under applicable Legal Requirements, Delaware Law, the Charter DGCL, the Governing Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement Merger and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactionstransactions contemplated hereby.
(c) This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective termsterms , subject to (x) Legal Requirements Laws of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity (clauses (x) and (y) collectively, the “Enforceability Limitations”)equity.
Appears in 1 contract
Sources: Merger Agreement (F5 Networks, Inc.)
Authority and Enforceability. (a) The Company has all requisite corporate full power and authority to enter into execute this Agreement and any Related Agreements the other Operative Documents to which it is (or will be) a party and to perform its obligations hereunder and thereunder and, subject to receipt of the Requisite Stockholder Approval, to consummate the Transactions. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Transactions have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Company Board) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Transactions, other than the adoption of this Agreement and approval of the Merger and the other Transactions by the Stockholders affirmative vote or written consent of the Company who hold holders of at least (a) at least a majority of all shares of Common Stock and Preferred Stock (voting together as a single voting class on an as-converted to Common Stock basis), and (b) the voting power holders of a majority of the outstanding shares of Company Capital StockSeries A Shares, Series B Shares and Series B-1 Shares (voting together as a single separate voting class on an as as-converted into Company to Common Stock basis, and ) (b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is , to consummate the only vote of Merger and the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the other Transactions.
(b) This Agreement and the other Operative Documents to which the Company is (or will be) a party have been (or will be) duly executed and delivered by the Company and, assuming the due authorization, execution, and delivery by each of the other parties hereto and thereto, represent valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except, in each case, to the extent such enforceability is subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, or other Applicable Law affecting or relating to creditors’ rights generally or rules of Applicable Law governing specific performance, injunctive relief and other equitable remedies (the “Bankruptcy and Equity Exception”). The execution, delivery, and performance by the Company Board of this Agreement and the other Operative Documents to which the Company is (or will be) a party and the consummation by the Company of the Transactions do not and will not violate or conflict or result in a breach of or constitute a default under any provision of the Certificate of Incorporation or Bylaws.
(c) The board of directors of the Company has unanimously (i) determined that this Agreement and the Transactions Transactions, including the Merger, are advisable, fair to, and in the best interests of, the Company and its the Stockholders, (ii) approved and declared advisable the execution, delivery, and performance of this Agreement and the consummation of the Transactions, including the Merger, and recommended (iii) resolved to recommend that the Stockholders to vote in favor of adoption of adopt this Agreement and approval of approve the Merger and the other Transactions. The only affirmative votes or written consents of the holders of any classes or series of Capital Stock necessary to adopt this Agreement and approve the Merger and the other Transactions are the votes that constitute the Stockholder Approval. All actions taken by the Company Board has taken all necessary actions so that or its Representatives to solicit and obtain the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable Stockholder Approval with respect to this Agreement have been and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such will be taken in compliance with Applicable Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(cd) This Agreement and each The Company is not subject to the requirements of subdivision (b) of Section 2115 of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations General Corporation Law of the Company enforceable against it in accordance with their respective terms, subject State of California pursuant to (x) Legal Requirements the terms of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity (clauses (x) and (y) collectively, the “Enforceability Limitations”)such Section 2115.
Appears in 1 contract
Authority and Enforceability. (a) The Subject to the approval of this Agreement by the Company Shareholders, the Company has all requisite necessary corporate power and authority to enter into this Agreement and any Related Agreements each of the other Transaction Documents to which it the Company is or will be a party andparty, subject to receipt of the Requisite Stockholder Approval, and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery by the Company of this Agreement and any Related Agreements each of the other Transaction Documents to which the Company is or will be a party, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by the Company Board on or before the Agreement Date. This Agreement and of the other Transaction Documents to which the Company is a party and the consummation of the Transactions have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Company Board) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Transactions, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and and, assuming the due authorization, execution and delivery by the other parties hereto Acquiror and theretothe Sub, constitute constitutes the valid and binding obligations obligation of the Company Company, enforceable against it the Company in accordance with their respective its terms, subject to except as enforcement may be limited by (xi) Legal Requirements of general application relating to bankruptcy, insolvency, moratoriumreceivership, conservatorship, arrangement, reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the relief rights or remedies of debtors and enforcement creditors generally, or (ii) the rules governing the availability of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, relief or other equitable remedies and other general principles of equity, regardless of whether considered in a proceeding in equity or at law.
(clauses b) On or prior to the Agreement Date, the Company Board, by resolutions duly adopted by the unanimous vote of the Company Board members present, has (xi) approved this Agreement, the Certificate of Merger, the Articles of Merger and the Merger; (ii) determined that this Agreement is advisable and in the best interests of the Company and the Company Shareholders; (iii) directed that this Agreement and the Merger be submitted to the Company Shareholders for consideration; and (yiv) collectively, recommended that the “Enforceability Limitations”)Company Shareholders approve the adoption of this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Mathstar Inc)
Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and any Related Agreements to which it is a party and, subject to receipt each of the Requisite Stockholder Approval, to consummate the Transactions. The execution and delivery of this Agreement and any Related Ancillary Agreements to which the Company is a party and to perform the consummation Company’s obligations under this Agreement and each such Ancillary Agreement. The execution, delivery and performance of this Agreement and the Transactions Ancillary Agreements have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous subject only to approval of the Company Board) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Transactions, other than the adoption of this Agreement and approval of the Merger by the Stockholders holders of the Company who hold (a) at least a majority of the voting power of votes represented by the outstanding shares of Company Capital StockShares entitled to vote on this Agreement and the Merger, voting together as a single class on an as converted into Company Common Stock basisclass, in each case at a meeting duly noticed and (b) at least sixty-six and two thirds (66 2/3%) held, or by written consent, in compliance with all applicable requirements of the voting power Laws of the outstanding shares of Company Preferred Stock, voting together as a single class British Virgin Islands (clauses (a) and (b), collectivelythe approval referenced in the foregoing sentence, the “Requisite Stockholder Shareholder Approval”). The Requisite Stockholder Approval is Without limiting the only vote foregoing, the board of directors of the Stockholders required under applicable Legal RequirementsCompany, Delaware Lawat a meeting thereof duly called and held, has duly adopted resolutions by the requisite majority vote approving this Agreement, the Charter Documents Merger and all Contracts to which the Company or any Subsidiary is a party to legally adopt other transactions contemplated by this Agreement, determining that the terms and conditions of this Agreement, the Merger and the other transactions contemplated by this Agreement and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement shareholders and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so recommending that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to Company’s shareholders adopt and approve this Agreement and the TransactionsAgreement. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the Related other parties to the Agreement, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to (a) laws of general application relating to bankruptcy, insolvency, and the relief of debtors, and (b) rules of law governing specific performance, injunctive relief and other equitable remedies. Upon the execution and delivery by the Company of the Ancillary Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by each of the other parties hereto and theretoto each Ancillary Agreement, such Ancillary Agreements will constitute the legal, valid and binding obligations of the Company Company, enforceable against it the Company in accordance with their respective terms, subject to (xa) Legal Requirements laws of general application relating to bankruptcy, insolvency, moratorium, and the relief of debtors and enforcement of creditors’ rights in generaldebtors, and (yb) rules of law governing specific performance, injunctive relief, relief and other equitable remedies and other general principles of equity (clauses (x) and (y) collectively, the “Enforceability Limitations”)remedies.
Appears in 1 contract
Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and any Related Agreements Agreement, to which it is a party perform its obligations hereunder and, subject to receipt subject, in the case of the Requisite Stockholder Approvalconsummation of the Merger, to the passing of the Written Resolution, to consummate the Transactionstransactions contemplated hereby. The Company has taken all requisite corporate actions to authorize the execution and delivery of this Agreement and any Related the performance of its obligations hereunder and, subject, in the case of the consummation of the Merger, to the receipt of the Written Resolution to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the other parties hereto, this Agreement constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions.
(b) The Company has all requisite power and authority to execute and deliver the Ancillary Agreements to which it will be a party, to perform its obligations thereunder and, subject, in the case of the consummation of the Merger, to the receipt of the Written Resolution, to consummate the transactions contemplated thereby. The Company is has taken all requisite corporate action to authorize the execution and delivery of the Ancillary Agreements to which it will be a party and the performance of its obligations thereunder and, subject, in the case of the consummation of the Transactions have been Merger, to the receipt of the Written Resolution, to consummate the transactions contemplated thereby. Each Ancillary Agreement, if and when executed by the Company upon the terms and subject to the conditions set forth in this Agreement, will be duly authorized executed and delivered by all necessary corporate action on the part Company, as the case may be, and, assuming the due authorization, execution and delivery by each of the other parties thereto, each Ancillary Agreement will constitute the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions.
(c) The Company Board, by resolutions duly adopted, has unanimously (i) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, and has determined that this Agreement and such transactions are fair to and in the best interest of the Company (including the unanimous approval of and the Company BoardShareholders, (ii) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Transactions, other than directed that the adoption of this Agreement and approval of the Merger by the Stockholders of be submitted to the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, Shareholders for consideration and (biii) at least sixty-six recommended that the Company Shareholders adopt this Agreement and two thirds (66 2/3%) of approve the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”)Merger. The Requisite Stockholder Approval Written Resolution is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which holders of capital stock or other equity interests of the Company or any Subsidiary is a party necessary to legally adopt this Agreement and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement Merger under the Companies Act and the Transactions are advisableCompany’s organizational documents, fair toeach as in effect at the time of such adoption and approval. The Written Resolution, and in the best interests ofif obtained, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval shall be obtained upon delivery of the Transactions. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the TransactionsWritten Resolution.
(c) This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity (clauses (x) and (y) collectively, the “Enforceability Limitations”).
Appears in 1 contract
Sources: Merger Agreement (Mountain Crest Acquisition Corp. III)
Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of obtaining the Requisite Stockholder ApprovalVote (as defined below), to consummate the TransactionsMerger and the other transactions contemplated hereby and thereby. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Transactions Merger and other transactions by the Company contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Company Board) Company, and no further corporate or other action is required on the part of the Company to authorize this Agreement and or any Related Agreements to which the Company it is a party party, the Merger or to consummate the Transactionsother transactions contemplated hereby and thereby (other than, other than in the adoption case of this the consummation of the Merger, obtaining the Requisite Stockholder Vote and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement and approval the Merger have been unanimously approved by the Board of Directors of the Merger by the Stockholders Company. The vote required of the Company who hold (a) at least a majority Stockholders to approve this Agreement, the Related Agreements, the Merger and the other transactions contemplated hereby and thereby is set forth in Section 2.4 of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and Disclosure Schedule (b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectivelysuch vote, the “Requisite Stockholder ApprovalVote”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have been or will be duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute or will constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (xi) Legal Requirements laws of general application relating to bankruptcy, insolvency, moratorium, insolvency and the relief of debtors and enforcement of creditors’ rights in generaldebtors, and (yii) rules of law governing specific performance, injunctive relief, relief and other equitable remedies remedies.
(b) Without limiting the generality of the foregoing, the Board of Directors of the Company, at a meeting duly called and held or by written consent, has unanimously (i) determined that the Merger and the other general principles transactions contemplated hereby are fair to, and in the best interests of, the Company and its stockholders, (ii) approved and adopted the Merger, this Agreement and the other transactions contemplated hereby in accordance with the provisions of equity the DGCL, Georgia Business Corporation Code (clauses (xthe “GBCC”) and the Charter Documents, (yiii) collectively, directed that this Agreement and the “Enforceability Limitations”)Merger be submitted to the Company’s stockholders for their approval and adoption and (iv) resolved to recommend that the Company’s Stockholders vote in favor of the approval and adoption of this Agreement and the Merger.
Appears in 1 contract
Sources: Merger Agreement (Cafepress Inc.)
Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Company Stockholder Approval, to consummate the First Merger and the other Transactions. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Mergers and the other Transactions have been duly authorized by all necessary requisite corporate action on the part of the Company (including the unanimous approval of the Company Board) and no further corporate or other action is required on the part of the Company to authorize the Company’s entry into this Agreement and any Related Agreements to which the Company is a party or to consummate the Transactionsconsummation of the Mergers or any other Transactions by the Company, other than the adoption of this Agreement and approval of the Merger Mergers by the Stockholders holders of the Company who hold (a) at least a majority of the voting power of the issued and outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Company Stockholder Approval”). The Requisite Stockholder Approval is the only vote board of directors of the Stockholders required under applicable Legal Requirements, Delaware LawCompany has unanimously approved this Agreement, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement Mergers and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the other Transactions, and recommended to the Stockholders to that they vote in favor of adoption of this Agreement and approval of the Transactions. The Mergers and the other Transactions (the “Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the TransactionsRecommendation”). No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have been been, or when executed and delivered by the Company will be, duly executed and delivered by the Company and and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute constitute, or when executed and delivered will constitute, the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity (clauses (x) and (y) collectively, the “Enforceability Limitations”).
Appears in 1 contract
Sources: Merger Agreement (Crexendo, Inc.)
Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, to consummate the Transactions. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Transactions have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Company Board) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Transactions, other than the adoption of this Agreement and approval of the Merger Mergers by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Series C Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity (clauses (x) and (y) collectively, the “Enforceability Limitations”). During the six month period preceding the date of this Agreement, neither the Company nor any of the Subsidiaries has terminated, amended or waived any rights under (or failed to enforce by seeking an injunction or by seeking to specifically enforce the terms of) any “standstill” agreement between the Company or any of the Subsidiaries and any other Person.
(d) The Company and the Company Board have taken all actions necessary to effect the transactions anticipated by Section 1.6(c) under all Plans, Company Options, and any other plan or arrangement of the Company (whether written or oral, formal or informal) governing the terms of any Company Options, including (i) the determination by the administrators of the Plans that the treatment of Company Options contemplated by Section 1.6(c) is permissible under the terms of the Plans and the applicable equity award agreements, and (ii) the delivery of all required notices and the procurement of all necessary approvals and consents from third parties necessary to effectuate the foregoing.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (FireEye, Inc.)
Authority and Enforceability. (a) The Company has all requisite necessary corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party Agreement, and, subject to receipt in the case of the Requisite consummation of the Merger to the Company Stockholder Approval, to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The execution and delivery by the Company of this Agreement and any Related Agreements to which the consummation by the Company is a party and the consummation of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company (including Company, subject in the unanimous approval case of the Company Board) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Transactions, other than the adoption of this Agreement and approval consummation of the Merger by to the Stockholders Company Stockholder Approval. The affirmative vote of the Company who hold (a) at least holders of a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) a duly convened meeting of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval Stockholders to adopt this Agreement is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which holders of any class of capital stock or other security of the Company or any Subsidiary is a party necessary to legally adopt this Agreement and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement and the Transactions are advisable, fair to, and in Merger (the best interests of, the "Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the TransactionsStockholder Approval"). The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have has been duly executed and delivered by the Company and and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoMerger Sub, constitute constitutes the valid and binding obligations obligation of the Company Company, enforceable against it in accordance with their respective its terms, subject to except as such enforceability may be limited by (xi) Legal Requirements of general application relating to bankruptcy, insolvency, moratoriumreorganization, the relief of debtors and enforcement of moratorium or other similar Laws affecting or relating to creditors’ ' rights in generalgenerally, and (yii) rules the availability of law governing specific performance, injunctive relief, relief and other equitable remedies remedies.
(b) The Board of Directors of the Company has, by the unanimous vote of all directors then in office, (i) approved this Agreement and other general principles the transactions contemplated hereby, (ii) determined that the Merger is advisable and in the best interests of equity (clauses (x) the Company Stockholders and (yiii) collectively, resolved to recommend that the “Enforceability Limitations”)Company Stockholders adopt this Agreement and directed that this Agreement be submitted to the Company Stockholders for adoption.
Appears in 1 contract
Sources: Merger Agreement (EUSA Pharma Inc)
Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Company Stockholder Approval, to consummate the Merger and the other Transactions. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Merger and the other Transactions have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Board of Directors of the Company Board(the "Requisite Company Board Approval")) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Merger or any other Transactions, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six a majority of each series and two thirds (66 2/3%) of each class of the Company's stock voting power of separately (the outstanding shares of "Requisite Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”"). The Requisite Company Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger and the other Transactions.
(b) . The Board of Directors of the Company Board has unanimously determined that this Agreement and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement Merger and the Transactionsother Transactions (the "Company Recommendation"). No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ ' rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity (clauses (x) and (y) collectively, the “"Enforceability Limitations”").
Appears in 1 contract
Sources: Merger Agreement (EnteroMedics Inc)
Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, to consummate the Transactions. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Transactions have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Company Board) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Transactions, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) b)a majority of the voting power of the then outstanding shares of Company Preferred Stock (other than Series C-1 Preferred Stock), voting separately as a class on an as converted basis, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Transactions.
(b) The Company Board has unanimously validly determined that this Agreement Agreement, the Related Agreements and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement Agreement, the Related Agreements and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such LawLegal Requirement, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements of general application relating to Table of Contents bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity (clauses (x) and (y) collectively, the “Enforceability Limitations”). As of the date hereof, neither the Company nor any of the Subsidiaries has terminated, amended or waived any rights under (or failed to enforce by seeking an injunction or by seeking to specifically enforce the terms of) any “standstill” or other similar agreement between the Company or any of the Subsidiaries and any other Person.
Appears in 1 contract
Sources: Merger Agreement (Roku, Inc)
Authority and Enforceability. (a) The Company Owner has all requisite corporate power and authority to enter into execute and deliver this Agreement Agreement, to perform its obligations hereunder and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, to consummate the Transactionstransactions contemplated hereby. The Owner has taken all requisite corporate or other actions to authorize the execution and delivery of this Agreement and any Related Agreements to which Agreement, the Company is a party performance of its obligations hereunder and the consummation of the Transactions have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Company Board) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Transactions, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”)transactions contemplated hereby. The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have has been duly executed and delivered by the Company and Owner and, assuming the due authorization, execution and delivery by each of the other parties hereto hereto, this Agreement constitutes the valid and binding obligation of the Owner, enforceable against the Owner in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, preference and other similar laws affecting creditors’ rights generally, and by general principles of equity (regardless of whether enforcement is sought in equity or at law) (the “Enforceability Exceptions”).
(b) The Owner and any of its Affiliates (other than the Company and its Subsidiaries) executing any Ancillary Agreements has all requisite power and authority to execute and deliver the Ancillary Agreements to which it will be a party, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The Owner has, and prior to the applicable Closing any such Affiliates (other than the Company and its Subsidiaries) will have, taken all requisite corporate or other actions to authorize the execution and delivery of the Ancillary Agreements to which it will be a party, the performance of its obligations thereunder and the consummation of the transactions contemplated thereby. Each Ancillary Agreement, if and when executed by the Owner or any of its Affiliates (other than the Company and its Subsidiaries) upon the terms and subject to the conditions set forth in this Agreement, will be duly executed and delivered by the Owner or such Affiliate (other than the Company and its Subsidiaries), as the case may be, and, assuming the due authorization, execution and delivery by each of the other parties thereto, each Ancillary Agreement will constitute the valid and binding obligations obligation of the Owner or such Affiliate (other than the Company and its Subsidiaries), as applicable, enforceable against it the Owner or such Affiliate (other than the Company and its Subsidiaries), as applicable, in accordance with their respective its terms, subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity (clauses (x) and (y) collectively, the “Enforceability Limitations”)Exceptions.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Unrivaled Brands, Inc.)
Authority and Enforceability. The board of directors of Canaan (at a ---------------------------- meeting duly called and held) has: (a) The Company determined that the Merger is advisable; and (b) resolved to approve the Merger and recommend the approval and adoption of this Agreement by Canaan's stockholders. In addition, the board of directors of Canaan has taken all action necessary to render the Control Share Acquisition Act, Sections 1145 through 1155 of Title 18 of the Oklahoma Statutes and Section 1090.3 of the OGCA inapplicable to the Merger and the other transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to Canaan with respect to this Agreement, the Merger or any other transaction contemplated by this Agreement. Canaan has the requisite corporate power and authority to enter into execute and deliver this Agreement and any Related Agreements (with respect to which it is a party andconsummation of this Agreement and the Merger, subject to receipt the approval of the Requisite Stockholder Approval, stockholders of Canaan) to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and any Related Agreements to which (with the Company is a party and approval by the stockholders of Canaan) the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Canaan, including approval by the Company (including the unanimous approval board of the Company Board) directors of Canaan, and no further other corporate or other action is required proceedings on the part of the Company Canaan are necessary to authorize the execution or delivery of this Agreement and any Related Agreements to which or (with approval by the Company is a party or stockholders of Canaan) to consummate the Transactions, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”)transactions contemplated hereby. The Requisite Stockholder Approval is the only vote board of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor directors of adoption of this Agreement and approval of the Transactions. The Company Board Canaan has taken all action necessary actions so that to render the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable Canaan Rights inapplicable to this Agreement Agreement, the other Transaction Documents and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” Merger and ensure that neither Parent nor Sub nor any of their Affiliates or other antitakeover Legal Requirement associates is or will become an "Acquiring Person" (such Law, including Section 203 as defined in the Canaan Rights Agreement) by reason of Delaware Law, “Takeover Law”) applies to this Agreement any of the Transaction Documents or the Transactions.
Merger. In addition, a "Distribution Date" (cas defined in the Canaan Rights Agreement) will not occur by reason of the execution of this Agreement, the execution of any of the Transaction Documents or the consummation of the Merger. This Agreement and each of the Related Agreements to which the Company is a party have has been duly and validly executed and delivered by the Company Canaan and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the constitutes a valid and binding obligations obligation of the Company Canaan, enforceable against it Canaan in accordance with their respective its terms, subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity (clauses (x) and (y) collectively, the “Enforceability Limitations”).
Appears in 1 contract
Authority and Enforceability. (a) The Company Each of Parent and Merger Sub has all requisite full corporate power and authority to enter into this Agreement and any Related the Operative Agreements to which it is a party, subject in the case of the issuance of shares of Parent Common Stock in the Merger to Parent Stockholder Approval and to perform its obligations hereunder and thereunder and to consummate the Merger. The execution, delivery and performance of this Agreement and the Operative Agreements to which it is a party and, subject to receipt by each of the Requisite Stockholder Approval, to consummate the Transactions. The execution Parent and delivery of this Agreement and any Related Agreements to which the Company is a party Merger Sub and the consummation by each of Parent and Merger Sub of the Transactions Merger have been duly authorized and validly approved by all necessary their respective Board of Directors and no other corporate action proceedings on the part of the Company (including the unanimous approval of the Company Board) and no further corporate Parent or other action is required on the part of the Company its stockholders or Merger Sub or Parent as its sole stockholder are necessary to authorize the execution, delivery and performance of this Agreement and any Related or the Operative Agreements to which the Company it is a party or to consummate by each of Parent and Merger Sub and the Transactions, other than the adoption consummation by each of this Agreement Parent and approval Merger Sub of the Merger by the Stockholders Merger. The affirmative votes of the Company who hold (a) at least holders of a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Parent Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote duly convened meeting of the Stockholders required under applicable Legal Requirements, Delaware Law, of Parent (the Charter Documents and all Contracts "PARENT STOCKHOLDERS' MEETING") (i) to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Transactions.
increase in the number of authorized shares of capital stock of Parent from 250,000,000 to 500,000,000 shares (bthe "PARENT AUTHORIZED STOCK INCREASE") The Company Board has unanimously determined that this so as to permit the issuance of the shares of Parent Common Stock pursuant to the Merger and (ii) to approve the change of Parent's corporate name to Cryptometrics, Inc. (the "PARENT AUTHORIZED NAME CHANGE") (the "PARENT AUTHORIZED STOCK INCREASE" and the "PARENT AUTHORIZED NAME CHANGE" are collectively referred to herein, from time to time as the "PARENT STOCKHOLDER APPROVAL") are the only votes of the holders of any class of capital stock or other security necessary in connection with the Merger. This Agreement and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Operative Agreements to which the Company it is a party have been duly and validly executed and delivered by the Company each of Parent and assuming the due authorizationMerger Sub and constitute legal, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company Parent and Merger Sub enforceable against it each of them in accordance with their respective terms, subject to except as the enforceability thereof may be limited by (xi) Legal Requirements of general application relating to bankruptcy, insolvency, moratoriumreorganization, the relief of debtors and enforcement of moratorium or other similar Laws affecting or relating to creditors’ ' rights in generalgenerally, and (yii) rules the availability of law governing specific performance, injunctive relief, relief and other equitable remedies and other general principles of equity (clauses (x) and (y) collectively, the “Enforceability Limitations”)remedies.
Appears in 1 contract
Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, and to consummate the TransactionsMerger and the other transactions contemplated hereby and thereby. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Transactions Merger and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Company BoardBoard of Directors of the Company) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the TransactionsMerger or any other transactions contemplated hereby and thereby, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power sixty six and two-thirds percent (66 2/3%) of the outstanding shares of Company Capital Preferred Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) of the voting power a majority of the outstanding shares of Company Preferred Capital Stock, voting together as a single class on an as converted into Company Common Stock basis (clauses (a) and (b), collectively, the “Company Requisite Stockholder Approval”). The Company Requisite Stockholder Approval is the only vote or approval of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the TransactionsMerger and the other transactions contemplated hereby.
(b) The Company Board has unanimously determined that this Agreement and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements Laws of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general.
(c) No “fair price,” “moratorium,” “interested stockholder,” “control share acquisition,” “business combination” or any other anti-takeover Law or similar Law enacted under state or federal Law (including Section 203 of Delaware Law) or any anti-takeover provision in the Charter Documents is applicable to the Company, and (y) rules any shares of law governing specific performanceCompany Capital Stock or other Company Securities, injunctive reliefthis Agreement, or the Merger or the other equitable remedies and other general principles of equity (clauses (x) and (y) collectively, the “Enforceability Limitations”)transactions contemplated hereby.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Elastic N.V.)
Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Transactions transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of Company, and other than the Company Board) and Stockholder Approval, no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company it is a party or to consummate and the Transactions, other than the adoption of this Agreement transactions contemplated hereby and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”)thereby. The Requisite Company Stockholder Approval is the only vote vote, approval or consent of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which holders of any class or series of Company Capital Stock or any other securities of the Company or any Subsidiary that is a party necessary to legally adopt this Agreement and each of the Related Agreements and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement transactions contemplated hereby and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactionsthereby. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have been been, or, as of the Effective Time shall be, duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute, or shall constitute when executed and delivered, the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (xA) Legal Requirements laws of general application relating to bankruptcy, insolvency, moratoriumfraudulent conveyance, the relief of debtors reorganization, moratorium and enforcement of other similar laws relating to or affecting creditors’ rights generally and (B) general principles of equity. The Board, by resolutions duly adopted (and not thereafter modified or rescinded) by the unanimous vote of the Board, has (x) declared that this Agreement, the Related Agreements and the transactions contemplated hereby and thereby, including the Merger, upon the terms and subject to the conditions set forth herein, are advisable, fair to and in generalthe best interests of the Company and the Company Stockholders, and (y) rules approved this Agreement in accordance with the provisions of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity (clauses (x) the DGCL and (yz) directed that the adoption of this Agreement and approval of the Merger be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement and approve the Merger (collectively, the “Enforceability LimitationsCompany Board Resolutions”). Other than the Company Stockholder Approval, no other votes, approvals or consents on the part of the Company or any of the Company Security Holders are necessary to adopt this Agreement and approve the transactions contemplated by this Agreement, including the Merger.
(b) The execution and delivery of this Agreement by the Company does not, and the consummation of the transactions contemplated hereby shall not, (i) result in the creation of any Lien on any of the material assets of the Company or any of the shares of Company Capital Stock or (ii) conflict with, or result in any violation of or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under, or require any consent, approval or waiver from any Person pursuant to, (A) assuming the receipt of the Company Stockholder Approval, any provision of the Charter Documents, (B) any Law or any judgement, Order or decree to which the Company is subject, or (C) any Contract except, where the conflict, violation, default, right, termination, cancellation, or failure to obtain consent or provide notice, would not, individually or in the aggregate, have a Material Adverse Effect.
(c) No consent, approval, Order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity or any other Person is required by or with respect to the Company in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing of the Certificate of Merger, (ii) the expiration or early termination of the applicable waiting period under the HSR Act and the expiration or termination of waiting periods or the receipt of approvals or consents required under other antitrust Laws, and (iii) such other consents, approvals, Orders, authorizations, registrations, declarations, filings and notices that, if not obtained or made, would not adversely affect, and would not reasonably be expected to adversely affect, the Company’s ability to perform or comply with the covenants, agreements or obligations of the Company herein or to consummate the transactions contemplated by this Agreement in accordance with this Agreement and applicable Law. Certain information has been excluded from this agreement (indicated by “[***]”) because such information (i) is not material and (ii) would be competitively harmful if publicly disclosed.
(d) The Company, the Board and the Company Stockholders have taken all actions such that the restrictive provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination,” “interested shareholder” or other similar anti-takeover statute or regulation, and any anti-takeover provision in the Charter Documents shall not be applicable to any of Parent, the Company or the Surviving Corporation or to the execution, delivery or performance of the transactions contemplated by this Agreement, including the consummation of the Merger or any of the other transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Cardlytics, Inc.)
Authority and Enforceability. (a) The Company has all requisite necessary corporate power and authority to enter into this Agreement Agreement, to perform its obligations hereunder and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, to consummate the Transactionstransactions contemplated by this Agreement. The execution and delivery of this Agreement and any Related Agreements to which by the Company, the performance by the Company is a party of its obligations hereunder, and the consummation by the Company of the Transactions transactions contemplated by this Agreement, have been duly authorized by all necessary the board of directors of the Company (the “Company Board of Directors”), and no other corporate action on the part of the Company (including is necessary to authorize the unanimous approval execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder or the consummation by the Company of the Company Board) and no further corporate or other action is required on the part of the Company to authorize transactions contemplated by this Agreement and any Related Agreements to which the Company is a party or to consummate the TransactionsAgreement, other than the Company Stockholder Approval. This Agreement has been duly executed and delivered by the Company and (assuming due authorization, execution and delivery by the other Parties to this Agreement) constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by or subject to (a) bankruptcy, insolvency, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally or (b) the effect of rules of Law and general principles of equity, including those governing specific performance, injunctive relief and other equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at Law) (the “Enforceability Exceptions”).
(b) At a meeting duly called and held, the Company Board of Directors has (i) unanimously determined that this Agreement and the transactions contemplated hereby are fair to, advisable and in the best interests of the Company’s stockholders, (ii) unanimously approved and adopted this Agreement and the transactions contemplated hereby and (iii) unanimously resolved (subject to Section 6.4) to recommend adoption of this Agreement and approval of the Merger and the other transactions contemplated hereby by the Stockholders of the Company who hold Company’s stockholders (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectivelysuch recommendation, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity (clauses (x) and (y) collectively, the “Enforceability LimitationsRecommendation”).
Appears in 1 contract
Authority and Enforceability. (a) As of the date hereof, the Board of Directors of the Company, after consultation with its financial and legal advisors, has determined unanimously that the Arrangement is in the best interests of the Company and has resolved unanimously to recommend to the Company Securities Holders that they vote their Common Shares or Company Options in favor of the Arrangement. Subject to compliance with the CBCA, the Board of Directors of the Company has unanimously approved the Arrangement and the execution and performance of this Agreement. The Board of Directors of the Company has received a Fairness Opinion from ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company or another financial advisor of national reputation (the “Company Financial Advisor”). Promptly following receipt of the written Fairness Opinion, the Company shall provide a complete copy of the Fairness Opinion to Parent.
(b) The only vote of holders of securities of the Company necessary to approve the Arrangement is, subject to any requirements of the Interim Order, the Required Company Vote.
(c) The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and any Related Agreements to which it is a party and, subject to receipt each of the Requisite Stockholder Approval, to consummate the Transactions. The execution and delivery of this Agreement and any Related Ancillary Agreements to which the Company is a party and to perform the consummation Company’s obligations under this Agreement and each such Ancillary Agreement. The execution, delivery and performance of this Agreement and the Transactions Ancillary Agreements have been duly authorized by all necessary corporate action on the part of the Company, except for the Required Company (including the unanimous approval of the Company Board) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Transactions, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”)Vote. The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have has been duly executed and delivered by the Company and assuming constitutes the due authorizationlegal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity.
(d) Upon the execution and delivery by the other parties hereto and theretoCompany of the Ancillary Agreements to which the Company is a party, such Ancillary Agreements will constitute the legal, valid and binding obligations of the Company Company, enforceable against it the Company in accordance with their respective terms, subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity (clauses (x) and (y) collectively, the “Enforceability Limitations”)equity.
Appears in 1 contract
Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, and to consummate the TransactionsMerger and the other transactions contemplated hereby and thereby. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Transactions Merger and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Company BoardBoard of Directors of the Company) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the TransactionsMerger or any other transactions contemplated hereby and thereby, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six a majority of the voting power of the outstanding shares of Company Series B Preferred Stock, Company Series B-1 Preferred Stock, Company Series B-2 Preferred Stock and two thirds Company Series C Preferred Stock, voting together as a single class on an as converted into Company Common Stock basis, (66 2/3%c) at least a majority of the voting power of the outstanding shares of Company Common Stock, voting together as a single class and (d) at least a majority of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class on an as converted into Company Common Stock basis (clauses (a) and through (bd), collectively, the “Requisite Stockholder Approval”). .
(b) The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement Merger and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactionstransactions contemplated hereby.
(c) This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements Laws of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity (clauses (x) and (y) collectively, the “Enforceability Limitations”)equity.
Appears in 1 contract
Sources: Merger Agreement (Acxiom Corp)
Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, to consummate the First Merger and the other Transactions. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Mergers and the other Transactions have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Company BoardBoard of Directors of the Company) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Mergers or any other Transactions, other than the adoption of this Agreement and the approval of the Merger Mergers by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement Mergers and the Transactions are advisable, fair to, and in other Transactions. The Board of Directors of the best interests ofCompany has approved this Agreement, the Company and its Stockholders, approved this Agreement Mergers and the other Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement Mergers and the Transactionsother Transactions (the “Company Recommendation”). No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have been or will be duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute or will, when executed, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity (clauses (x) and (y) collectively, the “Enforceability Limitations”).
Appears in 1 contract
Authority and Enforceability. (a) The Company has all requisite corporate or other organizational power and authority to own, lease and operate its properties and to carry on the Business as now conducted, except where the failure to have such power and authority would not, individually or in the aggregate, reasonably be expected to be material to the Business.
(b) Upon the consummation of the Holdco Merger, Seller will have all requisite corporate or other organizational power and authority to own, lease and operate its properties and to carry on the Business as now conducted, except where the failure to have such power and authority would not, individually or in the aggregate, reasonably be expected to be material to the Business.
(c) The Company has all necessary corporate or limited liability company power and authority to enter into into, execute, deliver and perform its obligations under this Agreement and any Related Agreements each other Transaction Document to which it is or will be a party and, subject to receipt of the Requisite Stockholder Approval, to consummate the Transactionsparty. The execution execution, delivery, and delivery performance of this Agreement and any Related Agreements each other Transaction Document to which the Company is or will be a party and party, subject to obtaining the consummation of the Transactions Stockholder Approvals, have been duly authorized by all necessary corporate requisite action on the part of the Company (including the unanimous approval of the Company Board) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Transactions, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”)Company. The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have has been duly executed and delivered by the Company and and, assuming the due authorization, execution and delivery of this Agreement by Purchaser, is or will be a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, general equity principles, other similar Laws of general application affecting enforcement of creditors’ rights generally and rules of Law governing specific performance, injunctive relief and other equitable remedies (the “Enforceability Limitations”). Upon execution and delivery by the Company of each other Transaction Document to which it is or will be a party, each other Transaction Document, assuming due authorization, execution and delivery thereof by the other parties hereto and thereto, constitute the will be legal, valid and binding obligations of the Company Company, enforceable against it in accordance with their respective terms, except as such enforceability may be limited by the Enforceability Limitations.
(d) Seller has all necessary corporate power and authority to enter into, execute, deliver and, subject to obtaining the Stockholder Approvals and the adoption of the resolutions contemplated by Section 6.14, perform its obligations under this Agreement and each other Transaction Document to which it is a party. The execution, delivery and, subject to obtaining the Stockholder Approvals and the adoption of the resolutions contemplated by Section 6.14, performance of this Agreement and each other Transaction Document to which it is a party by Seller have been duly authorized by all requisite action on the part of Seller. This Agreement and each other Transaction Document to which it is a party has been duly executed and delivered by Seller and, assuming due authorization, execution and delivery of this Agreement by Purchaser, is a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by the Enforceability Limitations.
(xe) Legal Requirements LiveRamp has all necessary corporate power and authority to enter into, execute, deliver and perform its obligations under this Agreement and each other Transaction Document to which it is or will be a party.
(f) This Agreement and each other Transaction Document to which LiveRamp is or will be a party has been or will be duly executed and delivered by LiveRamp and is or will be a legal, valid and binding obligation of general application relating to bankruptcyLiveRamp, insolvencyenforceable against LiveRamp in accordance with its terms, moratoriumexcept as such enforceability may be limited by the Enforceability Limitations.
(g) At a meeting duly called and held, the relief board of debtors directors of the Company (i) determined that the Holdco Merger, the LLC Conversion, this Agreement, the Contribution Agreement, the Holdco Merger Agreement, the Separation and enforcement the Sale are expedient and for the best interests of creditors’ rights the Company and its stockholders, (ii) approved this Agreement, the other Transaction Documents and the Transactions, (iii) resolved, subject to Section 6.07, to recommend that the stockholders of the Company adopt a resolution adopting the Holdco Merger Agreement and approving the Holdco Merger, the LLC Conversion and the Sale (the “Company Recommendation”) (provided that any Adverse Recommendation Change by the board of directors of the Company in generalaccordance with Section 6.07 shall not be a breach of this Section 3.02(g)), and (yiv) rules directed that the Holdco Merger, the LLC Conversion and the Sale be submitted for approval and the Holdco Merger Agreement be submitted for adoption by the stockholders of law governing specific performancethe Company at the Stockholders’ Meeting, injunctive reliefwhich resolutions, subject to Section 6.07, have not been rescinded, modified or withdrawn.
(h) At a meeting duly called and held, the board of directors of Seller (i) determined that the Holdco Merger, the LLC Conversion, this Agreement, the Contribution Agreement, the Holdco Merger Agreement, the Separation and the Sale are expedient and for the best interests of Seller, and its stockholders, (ii) approved this Agreement, the other equitable remedies Transaction Documents and the Transactions and (iii) resolved, subject to the terms of this Agreement, to recommend that the stockholders of Seller adopt a resolution authorizing the Holdco Merger, the LLC Conversion and the Sale.
(i) The board of directors of the Company has received the opinion of Evercore Group L.L.C. to the effect that, as of the date of such opinion and based upon and subject to the various qualifications, assumptions, limitations and other general principles of equity (clauses (x) and (y) collectivelymatters set forth therein, the “Enforceability Limitations”Base Purchase Price is fair, from a financial point of view, to the Seller (after giving effect to the Holdco Merger). Promptly following the execution and delivery of this Agreement, the Company will make available to Purchaser a copy of such written opinion for information purposes only.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Acxiom Corp)
Authority and Enforceability. (a) The Company has all the requisite corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, to consummate the TransactionsMerger. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Transactions Merger and the other transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Company (Company, including the unanimous approval and adoption of this Agreement and the Merger by the Company Board) Stockholders, and no further other corporate or other action is required proceedings on the part of the Company are necessary to authorize this Agreement and any Related Agreements to which the Company is a party or Agreement, to consummate the Transactions, Merger or the other transactions contemplated by this Agreement (other than the adoption filing and recordation of this Agreement and approval of the Merger appropriate merger documents as required by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”DGCL). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have has been duly executed and delivered by the Company and and, assuming the due authorization, execution and delivery by the other parties hereto and theretohereto, constitute constitutes the valid and binding obligations obligation of the Company Company, enforceable against it in accordance with their respective its terms, subject to except as such enforceability may be limited by (xi) Legal Requirements of general application relating to bankruptcy, insolvency, moratoriumreorganization, the relief of debtors and enforcement of creditors’ moratorium or other similar laws affecting or relating to creditors rights in generalgenerally, and (yii) rules the availability of law governing specific performance, injunctive relief, relief and other equitable remedies remedies.
(b) The Board of Directors of the Company has unanimously (i) approved this Agreement and the Merger and the other general principles transactions contemplated by this Agreement, (ii) determined that the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of equity (clauses (x) the Company Stockholders, and (yiii) collectively, recommended that the “Enforceability Limitations”)Company Stockholders approve this Agreement and the Merger.
(c) Stockholders representing at least 80% of the outstanding Company Shares on an as-converted to Common Stock basis and at least 80% of the outstanding Company Preferred Shares have approved this Agreement and the Merger pursuant to the written consents executed contemporaneously herewith and no other vote or consent of the holders of any class of Capital Stock or other Equity Security is necessary to approve this Agreement and the Merger.
Appears in 1 contract
Sources: Merger Agreement (Ariba Inc)
Authority and Enforceability. (a) The Company has all requisite necessary corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party Agreement, and, subject to receipt in the case of the Requisite consummation of the Merger to the Company Stockholder Approval, to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The execution and delivery by the Company of this Agreement and any Related Agreements to which the consummation by the Company is a party and the consummation of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company (including Company, subject in the unanimous approval case of the Company Board) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Transactions, other than the adoption of this Agreement and approval consummation of the Merger by to the Stockholders Company Stockholder Approval. The affirmative vote of the Company who hold (a) at least holders of a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) a duly convened meeting of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval Stockholders to adopt this Agreement is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which holders of any class of capital stock or other security of the Company or any Subsidiary is a party necessary to legally adopt this Agreement and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement and the Transactions are advisable, fair to, and in Merger (the best interests of, the “Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the TransactionsStockholder Approval”). The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have has been duly executed and delivered by the Company and and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoMerger Sub, constitute constitutes the valid and binding obligations obligation of the Company Company, enforceable against it in accordance with their respective its terms, subject to except as such enforceability may be limited by (xi) Legal Requirements of general application relating to bankruptcy, insolvency, moratoriumreorganization, the relief of debtors and enforcement of moratorium or other similar Laws affecting or relating to creditors’ rights in generalgenerally, and (yii) rules the availability of law governing specific performance, injunctive relief, relief and other equitable remedies remedies.
(b) The Board of Directors of the Company has, by the unanimous vote of all directors then in office, (i) approved this Agreement and other general principles the transactions contemplated hereby, (ii) determined that the Merger is advisable and in the best interests of equity (clauses (x) the Company Stockholders and (yiii) collectively, resolved to recommend that the “Enforceability Limitations”)Company Stockholders adopt this Agreement and directed that this Agreement be submitted to the Company Stockholders for adoption.
Appears in 1 contract
Sources: Merger Agreement (Cytogen Corp)
Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into this Agreement and the Company and each Subsidiary of the Company has all requisite power and authority to enter into any Related Agreements Agreement to which it is a party and, subject to receipt of the Requisite Stockholder Approval, and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery of this Agreement and any Related Agreements Agreement to which the Company or any Subsidiary of the Company is a party and the consummation of the Transactions transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Company Board) such Person and no further corporate or other action is required on the part of the Company such Person to authorize this Agreement and any Related Agreements to which the Company such Person is a party or to consummate and the Transactions, other than the adoption of this Agreement transactions contemplated hereby and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”)thereby. The Requisite Company Stockholder Approval is the only vote vote, approval or consent of the Stockholders required holders of any class or series of Company Capital Stock or any other securities of the Company that is necessary under applicable Legal RequirementsDGCL, Delaware Law, any of the Charter Documents and all or any Contracts to which the Company or any Subsidiary of the Company is a party to legally adopt this Agreement and each of the Related Agreements and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement transactions contemplated hereby and thereby and to approve the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the TransactionsMerger. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company or any Subsidiary of the Company is a party have been been, or, as of the Effective Time shall be, duly executed and delivered by the Company such Person and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute, or shall constitute when executed and delivered, the valid and binding obligations of the Company such Person enforceable against it in accordance with their respective terms, subject to (xA) Legal Requirements laws of general application relating to bankruptcy, insolvency, moratoriumfraudulent conveyance, the relief of debtors reorganization, moratorium and enforcement of other similar laws relating to or affecting creditors’ rights generally and (B) general principles of equity. The Board, by resolutions duly adopted (and not thereafter modified or rescinded) by the unanimous vote of the Board, has (x) declared that this Agreement, the Related Agreements and the transactions contemplated hereby and thereby, including the Merger, upon the terms and subject to the conditions set forth herein, are advisable, fair to and in generalthe best interests of the Company and the Company Stockholders, and (y) rules approved this Agreement in accordance with the provisions of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity (clauses (x) the DGCL and (yz) directed that the adoption of this Agreement and approval of the Merger be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement and approve the Merger (collectively, the “Enforceability LimitationsCompany Board Resolutions”).
(b) No consent, approval, Order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity or any other Person is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing of the Certificates of Merger, (ii) the expiration or early termination of the applicable waiting period under the HSR Act and the expiration or termination of waiting periods or the receipt of approvals or consents required under other Antitrust Laws, and (iii) such other consents, approvals, Orders, authorizations, registrations, declarations, filings and notices that, if not obtained or made, would not materially and adversely affect, and would not reasonably be expected to materially and adversely affect, the Company or any of its Subsidiaries’ ability to perform or comply with the covenants, agreements or obligations of the Company or any of its Subsidiaries herein or to consummate the transactions contemplated by this Agreement in accordance with this Agreement and applicable Law.
(c) The Company and each of its Subsidiaries, the Board and the Company Stockholders have taken all actions such that the restrictive provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination,” “interested shareholder” or other similar anti-takeover statute or regulation, and any anti-takeover provision in the Charter Documents shall not be applicable to any of Parent, the Company or the Surviving Corporation or to the execution, delivery or performance of the transactions contemplated by this Agreement, including the consummation of the Merger or any of the other transactions contemplated by this Agreement.
Appears in 1 contract
Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into into, execute and deliver this Agreement and any the Company Related Agreements to which it is a party andparty, subject to receipt of the Requisite Stockholder Approvalperform its obligations hereunder and thereunder, and to consummate the TransactionsMerger and the other transactions contemplated hereby and thereby. The entry into and execution and delivery of this Agreement and any the Company Related Agreements to which the Company is a party party, the performance of the obligations hereunder and thereunder, and the consummation of the Transactions Merger and the other transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Company Board) Company, and no further corporate or other action is required on the part of the Company to authorize this the Agreement and any the Company Related Agreements to which the Company is a party and the transactions contemplated hereby and thereby, subject only to receipt of the Required Stockholder Approval. The Required Stockholder Approval is the only vote or consent of Company Securityholders required to consummate adopt this Agreement and approve the TransactionsMerger, the Certificate Amendment, and the other than transactions contemplated hereby and by the Company Related Agreements to which the Company is a party under applicable Legal Requirements, the Charter Documents, the Subsidiary Charter Documents and any other Contract to which the Company or any Company Subsidiary is a party. The Company Board has (a) unanimously resolved that the Merger and the Certificate Amendment are advisable and in the best interests of the Company and its stockholders, (b) unanimously approved this Agreement and the Merger and the Certificate Amendment, (c) directed that the adoption of this Agreement and approval of the Merger by and the Certificate Amendment be submitted to the Company Stockholders for consideration, and (d) unanimously recommended that all of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement Merger and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement Certificate Amendment and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so that the restrictions on business combinations other matters set forth in Section 203 the Stockholder Written Consent and not exercise their dissenters’ or appraisal rights under the applicable provisions of Delaware Law are not applicable to this Agreement and in connection with the TransactionsMerger. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Company Related Agreements to which the Company is a party have Agreement has been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute constitutes the valid and binding obligations obligation of the Company enforceable against it the Company in accordance with their respective its terms, subject only to the effect, if any, of (xi) applicable bankruptcy and other similar Legal Requirements affecting the rights of creditors generally and (ii) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, relief and other equitable remedies and other general principles of equity (clauses (x) and (y) collectively, the “Enforceability Limitations”)remedies.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Quotient Technology Inc.)
Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, and to consummate the TransactionsMerger and the other transactions contemplated hereby and thereby. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Transactions Merger and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Company Boardboard of directors of the Company) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the TransactionsMerger or any other transactions contemplated hereby and thereby, other than the adoption of this Agreement and approval of the Merger by the Stockholders of approval of, in the aggregate, (i) Company who hold Ordinary Shares representing more than fifty percent (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/350%) of the voting power of the outstanding shares of Company Ordinary Shares and (ii) Company Preferred StockSeries B Shares representing more than fifty percent (50%) of the voting power of the Company Preferred Series B Shares, voting together as a single class class, on an as-converted basis (clauses (a) and (b), collectively, the “Requisite Stockholder Shareholder Approval”). The Requisite Stockholder Shareholder Approval is the only vote or approval of the Stockholders Shareholders required under applicable Legal Requirements, Delaware Law, the Charter BVI Act, the Governing Documents and all Contracts to which the Company or any Subsidiary Company Entity is a party to legally adopt this Agreement and approve the TransactionsMerger and the other transactions contemplated hereby.
(b) The Company Board has unanimously determined that this Agreement and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company Company, enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements Laws of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity (clauses (x) and (y) collectively, the “Enforceability Limitations”).
Appears in 1 contract
Authority and Enforceability. (a) The Company has all the requisite corporate power and authority to enter into this Agreement and any Related each of the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Company of this Agreement, each of the Ancillary Agreements to which it is a party and, subject to receipt and the Certificate of the Requisite Stockholder Approval, to consummate the Transactions. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party Amendment and the consummation by the Company of the Transactions transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Company Board) and no further corporate or other action is required necessary on the part of the Company to authorize this Agreement, any Ancillary Agreement and any Related Agreements to which the Company it is a party or the Certificate of Amendment or to consummate the Transactionstransactions contemplated hereby and thereby, other than subject to the adoption of this Agreement and approval receipt of the Merger by the Stockholders of the Required Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”)Vote. The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Ancillary Agreements to which the Company it is a party have been duly executed and delivered by the Company and assuming the Company. Assuming due authorization, execution and delivery by the other parties hereto Parent, this Agreement and thereto, constitute each of the Ancillary Agreements constitutes the valid and binding obligations obligation of the Company Company, enforceable against it the Company in accordance with their respective its terms, subject to except as limited by (xa) Legal Requirements of general application relating to bankruptcy, insolvency, reorganization, moratorium, the relief of debtors and enforcement of fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in generala proceeding in equity or at Law.
(b) The board of directors of the Company has determined by unanimous approval of all directors that (i) the Merger is fair, from a financial point of view, to the Stockholders and is in the best interests of the Company, and (yii) rules to unanimously recommend that the Stockholders vote in favor of law governing specific performancethe Merger, injunctive reliefthis Agreement and the Certificate of Amendment.
(c) The Merger and this Agreement require the affirmative vote of (i) a majority of Common Stock and Preferred Stock voting together as a single class, (ii) sixty percent (60%) of the Preferred Stock, voting together as a single class on an as-converted basis and (iii) a majority of the Common Stock (the “Required Merger Vote”). No other vote of any holders of common stock, options, warrants, bonds, debentures, notes, other equitable remedies indebtedness or other securities of the Company is required under Law, the Company’s Organizational Documents or otherwise in order to consummate the Merger.
(d) The Certificate of Amendment requires the affirmative vote of of (i) a majority of Common Stock and other general principles of equity (clauses (x) Preferred Stock voting together as a single class, and (yii) collectivelysixty percent (60%) of the Preferred Stock, voting together as a single class on an as-converted basis (the “Required Certificate of Amendment Vote”, and together with the Required Merger Vote, the “Enforceability LimitationsRequired Company Stockholder Vote”). No further vote, approval or consent of the holders of any class or series of Company Capital Stock is necessary to approve and file with the Secretary of State of the State of Delaware the Certificate of Amendment.
Appears in 1 contract
Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into this Agreement and any Related Agreements Agreement, each of the other agreements contemplated hereby to which it the Company is or will be a party andparty, subject to receipt of the Requisite Stockholder Approval, and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and any Related Agreements Agreement, each of the other agreements contemplated hereby to which the Company is or will be a party party, the performance of the Company’s obligations hereunder and thereunder, and the consummation of the Transactions transactions contemplated hereby or thereby have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Company Board) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Transactions, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”)Company. The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, and each other agreement contemplated hereby to which the Company is or will be a party, after being duly executed and delivered by the Company, will (assuming the due authorization, execution execution, and delivery by the other parties hereto and thereto, ) constitute the a valid and binding obligations obligation of the Company enforceable against it the Company in accordance with their respective its terms, in each case, subject only to the effect, if any, of (xi) Legal Requirements of general application relating to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium, or other similar laws relating to or affecting the relief of debtors and enforcement rights or remedies of creditors’ rights in general, and or (yii) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief) (such laws and principles described in clauses (xi) and (yii) collectively, the being referred to herein as “Enforceability LimitationsCreditors’ Rights”).
(b) The Company Board, by resolutions duly adopted (and not thereafter modified or rescinded) by the unanimous vote or consent of the Company Board, has approved this Agreement, the Certificate of Merger, the Merger, and the other transactions contemplated by this Agreement, and determined that this Agreement and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company and the Company Stockholders.
Appears in 1 contract
Sources: Merger Agreement (Sailpoint Technologies Holdings, Inc.)
Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and any Related Agreements to which it is a party and, subject to receipt each of the Requisite Stockholder Approval, to consummate the Transactions. The execution and delivery of this Agreement and any Related Ancillary Agreements to which the Company is a party and to perform the consummation Company's obligations under this Agreement and each such Ancillary Agreement. The execution, delivery and performance of this Agreement and the Transactions Ancillary Agreements have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous subject only to approval of the Company Board) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Transactions, other than the adoption of this Agreement and approval of the Merger by the Stockholders holders of the Company who hold (a) at least a majority of the voting power of votes represented by the outstanding shares of Company Capital StockStock entitled to vote on this Agreement and the Merger, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “"Requisite Stockholder Approval”"). The Requisite Stockholder Approval is the only vote , at a meeting duly noticed and held, or by written consent, in compliance with all applicable requirements of the Stockholders required under applicable Legal Requirements, Delaware LawDGCL. Without limiting the foregoing, the Charter Documents board of directors of the Company, at a meeting thereof duly called and all Contracts to which held, has duly adopted resolutions by the Company or any Subsidiary is a party to legally adopt requisite majority vote approving this Agreement, the Merger and the other transactions contemplated by this Agreement, determining that the terms and conditions of this Agreement, the Merger and the other transactions contemplated by this Agreement and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement Stockholders and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so recommending that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to Company's Stockholders adopt and approve this Agreement and the TransactionsAgreement. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the Related other parties to the Agreement, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to (a) laws of general application relating to bankruptcy, insolvency, and the relief of debtors, and (b) rules of law and equity governing specific performance, injunctive relief and other equitable remedies. Upon the execution and delivery by the Company of the Ancillary Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by each of the other parties hereto and theretoto each Ancillary Agreement, such Ancillary Agreements will constitute the legal, valid and binding obligations of the Company Company, enforceable against it the Company in accordance with their respective terms, subject to (xa) Legal Requirements laws of general application relating to bankruptcy, insolvency, moratorium, and the relief of debtors and enforcement of creditors’ rights in generaldebtors, and (yb) rules of law and equity governing specific performance, injunctive relief, relief and other equitable remedies and other general principles of equity (clauses (x) and (y) collectively, the “Enforceability Limitations”)remedies.
Appears in 1 contract
Authority and Enforceability. (a) The Company has all requisite the corporate power and authority to enter into execute and deliver this Agreement and any Related Agreements to which it is a party and, subject only to receipt of the Requisite Company Stockholder Approval, to consummate the Transactionstransactions contemplated hereby. The execution execution, delivery and delivery performance by the Company of this Agreement and any Related Agreements each Ancillary Document to which the Company is a party and the consummation of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all necessary the Board of Directors of the Company. Except for the Company Stockholder Approval, no other corporate action proceedings on the part of the Company (including the unanimous approval of the Company Board) and no further corporate or other action is required on the part of the Company are necessary to authorize the execution, delivery or performance of this Agreement and or any Related Agreements Ancillary Document to which the Company is a party or to consummate the Transactions, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”)transactions contemplated hereby or thereby. The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements Ancillary Document to which the Company is a party have has been duly executed and delivered by the Company and and, assuming the due authorization, execution and delivery by Parent Guarantor, Buyer, Merger Sub, the Stockholder Representative and any other parties hereto and party thereto, constitute the as applicable, constitutes a legal, valid and binding obligations agreement of the Company Company, enforceable against it the Company in accordance with their respective its terms, subject except to (x) Legal Requirements of general application the extent that enforcement may be affected by Laws relating to bankruptcy, insolvencyreorganization, moratorium, the relief of debtors insolvency and enforcement of creditors’ rights and by the availability of injunctive relief, specific performance and other equitable remedies.
(b) The Board of Directors of the Company, by unanimous written consent dated July 27, 2023, (i) determined that this Agreement and the Merger are fair to and in generalthe best interests of the Company and its stockholders, (ii) approved the Merger upon the terms and subject to the conditions set forth herein and approved the execution by the Company of this Agreement, and (yiii) rules of law governing specific performance, injunctive relief, other equitable remedies resolved to recommend that the Company’s stockholders approve and other general principles of equity (clauses (x) adopt this Agreement and (y) collectively, the “Enforceability Limitations”)Merger.
Appears in 1 contract
Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, and to consummate the First Merger and the other Transactions. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Mergers and the other Transactions have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Board of Directors of the Company Boardand the unanimous approval of the Shareholders in the Shareholder Written Consents) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Mergers or any other Transactions, other than . The Shareholder Written Consents from each of the adoption Shareholders delivered to Parent prior to the execution of this Agreement and approval of the Merger by the Stockholders of the Company who hold (apursuant to Section 5.2(a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders Shareholders required under applicable Legal Requirements, Delaware Lawthe California Code, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement Mergers and the Transactions are advisable, fair to, and in other Transactions. The Board of Directors of the best interests ofCompany has approved this Agreement, the Company and its Stockholders, approved this Agreement Mergers and the other Transactions, and recommended to the Stockholders Shareholders to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement Mergers and the Transactionsother Transactions (the “Company Recommendation”). No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute or will, when executed, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity (clauses (x) and (y) collectively, the “Enforceability Limitations”).
Appears in 1 contract
Authority and Enforceability. (a) The Company Seller has all the requisite corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Seller. Seller has duly executed and delivered this Agreement. This Agreement constitutes the Company valid and binding obligation of Seller, enforceable against it in accordance with its terms, except as such enforceability may be limited by (including the unanimous approval of the Company Boardi) and no further corporate bankruptcy, insolvency, reorganization, moratorium or other action is required on the part of the Company similar Laws affecting or relating to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Transactions, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basiscreditors’ rights generally, and (bii) at least sixty-six the availability of injunctive relief and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Transactionsother equitable remedies.
(b) The Company Board has unanimously determined that this Agreement and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval Each member of the TransactionsSeller Group has the requisite power (corporate or otherwise) and authority to enter into each Ancillary Agreement to which it is, or is expected to be, a party and to consummate the transactions contemplated thereby. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by each member of the Seller Group of each Ancillary Agreement to which it is, or is expected to be, a party and the consummation of the transactions contemplated thereby have been or will be prior to Closing duly authorized by all necessary corporate, limited liability company or other action on the part of each such member of the Seller Group. The Ancillary Agreements will, when executed by all of the parties hereto and thereto, constitute the valid and binding obligations obligation of each member of the Company Seller Group party thereto, enforceable against it in accordance with their respective its terms, subject to except as such enforceability may be limited by (xi) Legal Requirements of general application relating to bankruptcy, insolvency, moratoriumreorganization, the relief of debtors and enforcement of moratorium or other similar Laws affecting or relating to creditors’ rights in generalgenerally, and (yii) rules the availability of law governing specific performance, injunctive relief, relief and other equitable remedies remedies. The Ancillary Agreements will effectively vest in Buyer good, valid and marketable title to the Shares, free and clear of all Liens, and to all the Purchased Assets, free and clear of all Liens other general principles of equity (clauses (x) and (y) collectively, the “Enforceability Limitations”)than Permitted Liens.
Appears in 1 contract
Authority and Enforceability. (a) The Company has all requisite necessary corporate power and authority to enter into this Agreement Agreement, to perform its obligations hereunder and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, to consummate the Transactionstransactions contemplated by this Agreement. The execution and delivery of this Agreement and any Related Agreements to which by the Company, the performance by the Company is a party of its obligations hereunder, and the consummation by the Company of the Transactions transactions contemplated by this Agreement, have been duly authorized by all necessary the board of directors of the Company (the “Company Board of Directors”), and no other corporate action on the part of the Company (including is necessary to authorize the unanimous approval execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder or the consummation by the Company of the Company Board) and no further corporate or other action is required on the part of the Company to authorize transactions contemplated by this Agreement and any Related Agreements to which the Company is a party or to consummate the TransactionsAgreement, other than the Company Stockholder Approval. This Agreement has been duly executed and delivered by the Company and (assuming due authorization, execution and delivery by the other Parties to this Agreement) constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by or subject to (a) bankruptcy, insolvency, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally or (b) the effect of rules of Law and general principles of equity, including those governing specific performance, injunctive relief and other equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at Law) (the “Enforceability Exceptions”).
(b) At a meeting duly called and held or by written consent in lieu thereof, the Company Board of Directors has (i) unanimously determined that this Agreement and the transactions contemplated hereby are fair to, advisable and in the best interests of the Company’s stockholders, (ii) unanimously approved and adopted this Agreement and the transactions contemplated hereby and (iii) unanimously resolved (subject to Section 6.4) to recommend adoption of this Agreement and approval of the Merger and the other transactions contemplated hereby by the Stockholders of the Company who hold Company’s stockholders (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectivelysuch recommendation, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity (clauses (x) and (y) collectively, the “Enforceability LimitationsRecommendation”).
Appears in 1 contract
Authority and Enforceability. (a) The board of directors of the Company has determined as of the date hereof that the Arrangement is fair to the Company Securityholders and is in the best interests of the Company, and has determined to recommend that the Company Securityholders vote in favour of the Arrangement Resolution. The Company's directors have advised the Company that, as of the date hereof, they intend to vote any Shares and any Company Options held by them on the date of the Company Meeting in favour of the Arrangement Resolution and will so represent in the Circular. The board of directors of the Company has approved the execution and performance of this Agreement and received a draft of the Fairness Opinion from the Financial Advisor and an oral report from the Financial Advisor concerning the Fairness Opinion. Prior to the date of the application for the Interim Order, the board of directors of the Company will have received the Fairness Opinion from the Financial Advisor.
(b) The only vote of holders of securities of the Company necessary to approve the Arrangement is, subject to any requirements of the Interim Order, the Required Vote.
(c) The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and any Related Agreements to which it is a party and, subject to receipt each of the Requisite Stockholder Approval, to consummate the Transactions. The execution and delivery of this Agreement and any Related Ancillary Agreements to which the Company is a party and to perform the Company's obligations under this Agreement and each such Ancillary Agreement. The execution, delivery and performance of this Agreement and the Ancillary Agreements and the consummation of the Transactions transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Company Board) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Transactions, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”)Company. The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have has been duly executed and delivered by the Company and assuming constitutes the due authorizationlegal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles. Upon the execution and delivery by the other parties hereto and thereto, constitute Company of (i) the valid and binding obligations of Ancillary Agreements to which the Company enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, is a party and (yii) rules of law governing specific performancethe Key Employment Agreements, injunctive relief, other equitable remedies and other general principles of equity (clauses (x) and (y) collectively, the “Enforceability Limitations”).such Ancillary
Appears in 1 contract
Sources: Arrangement Agreement (Radisys Corp)
Authority and Enforceability. (a) The Company Buyer (or any Affiliate of Buyer that is or will be party to any Transaction Agreement) has all requisite necessary corporate power and authority to enter into execute and deliver this Agreement and any Related Agreement, the other Transaction Agreements to which it Buyer (or, as applicable, such Affiliate) is or will be a party andand each certificate and other instrument required by this Agreement or any other Transaction Agreements to be executed and delivered by Buyer (or, subject as applicable, such Affiliate) pursuant hereto or thereto, to receipt of the Requisite Stockholder Approval, perform its obligations hereunder and thereunder and to consummate the TransactionsTransactions and the other transactions contemplated hereby and thereby. The execution execution, delivery and delivery performance by Buyer (or, as applicable, such Affiliate) of this Agreement and any Related Agreement, the other Transaction Agreements to which the Company Buyer (or, as applicable, such Affiliate) is or will be a party and each certificate and other instrument required to be executed and delivered by Buyer (or, as applicable, such Affiliate) pursuant hereto or thereto, the performance by Buyer (or, as applicable, such Affiliate) of its obligations hereunder and thereunder and the consummation by Buyer (or, as applicable, such Affiliate) of the Transactions and the other transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action on the part of Buyer (or, as applicable, such Affiliate). The board of directors of Buyer has approved this Agreement, the Company (including other Transaction Agreements to which Buyer is or will be a party and the unanimous approval of Transactions and the Company Board) other transactions contemplated hereby and thereby, and no further other corporate or other action is required proceedings on the part of the Company Buyer or any of its Subsidiaries are necessary to authorize this Agreement and or any Related other Transaction Agreements to which the Company Buyer is or will be a party or to consummate the Transactions, other than Transactions on the adoption terms set forth herein and therein. The board of this directors of any Affiliate of Buyer that is or will be party to any Transaction Agreement has approved or will approve the Transaction Agreements to which such Affiliate is or will be a party and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basistransactions contemplated thereby, and (b) at least sixty-six and two thirds (66 2/3%) no other corporate proceedings on the part of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts such Affiliate are necessary to authorize any Transaction Agreements to which the Company such Affiliate is or any Subsidiary is will be a party or to legally adopt this Agreement consummate the Transactions on the terms set forth herein and approve the Transactionstherein.
(b) The Company Board has unanimously determined that this Agreement and the Transactions are advisable, fair to, and in the best interests ofThis Agreement, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Transaction Agreements to which the Company Buyer (or any Affiliate of Buyer that is or will be party to any Transaction Agreement) is or will be a party have been duly and each certificate and other instrument required to be executed and delivered by the Company Buyer (or, as applicable, such Affiliate) pursuant hereto or thereto has been (or will be) duly and validly executed and delivered by Buyer (or, as applicable, such Affiliate) and, assuming the due authorization, execution and delivery by the other parties hereto Seller and theretoSelling Subsidiary, constitute the constitutes (or will constitute) a legal, valid and binding obligations obligation of the Company Buyer (or, as applicable, such Affiliate), enforceable against it Buyer (or, as applicable, such Affiliate) in accordance with their its respective terms, subject to (x) Legal Requirements of general application relating in each case to bankruptcy, insolvency, moratorium, reorganization or other similar Laws of general application affecting the relief of debtors rights and enforcement remedies of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other to general principles of equity (clauses (x) and (y) collectively, the “Enforceability Limitations”)equity.
Appears in 1 contract
Sources: Asset Purchase Agreement (Integrated Device Technology Inc)
Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery by the Company of this Agreement and any Related Agreements to which the Company is a party and the consummation by the Company of the Transactions transactions contemplated hereby and thereby have been duly authorized by all necessary corporate organizational action on the part of the Company (including the unanimous approval of the Company Board) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company it is a party or to consummate the Transactions, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement and the Transactions are advisable, fair to, transactions contemplated hereby and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactionsthereby. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have been been, or, as of the Effective Time shall be, duly executed and delivered by the Company and assuming the due authorization, execution and delivery of this Agreement and any Related Agreement to which they are party by each of Parent, Merger Sub I and Merger Sub II, this Agreement and each of the other parties hereto and thereto, constitute Related Agreements to which the Company is a party constitutes a valid and binding obligations agreement of the Company Company, enforceable against it in accordance with their respective its terms, subject to (xA) Legal Requirements Laws of general application relating to bankruptcy, insolvency, moratoriumfraudulent conveyance, the relief of debtors reorganization, moratorium and enforcement of other similar laws relating to or affecting creditors’ rights in general, generally and (yB) principles of equity, rules of law governing specific performance, injunctive relief, relief and other equitable remedies (the “Enforcement Exceptions”). The Company Stockholder Approval is the only vote, approval or consent of the holders of any class or series of Company Capital Stock or any other securities of the Company that is necessary to adopt this Agreement and other general principles each of equity the Related Agreements to which the Company is a party and approve the transactions contemplated hereby and thereby. The Company Board, by resolutions duly adopted (clauses and not thereafter modified or rescinded) by the unanimous vote of the Company Board, has (x) declared that this Agreement, the Related Agreements and the transactions contemplated hereby and thereby, including the Merger, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests of the Company and the Company Stockholders, (y) approved this Agreement in accordance with the provisions of the DGCL and (z) directed that the adoption of this Agreement and approval of the Merger be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement and approve the Merger (collectively, the “Enforceability LimitationsCompany Board Resolutions”).
(b) The Company, the Company Board and the Company Stockholders have taken all actions such that the restrictive provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination,” “interested shareholder” or other similar anti-takeover statute or regulation, and any anti-takeover provision in the Company Charter Documents shall not be applicable to any of Parent, the Company or Final Surviving Corporation or to the execution, delivery or performance of the transactions contemplated by this Agreement, including the consummation of the Merger or any of the other transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Agreement and Plan of Merger and Reorganization (Clearwater Analytics Holdings, Inc.)
Authority and Enforceability. (a) The Company has all requisite full corporate power and authority to enter into execute, deliver and perform its obligations under this Agreement and any Related Agreements each of the other Transaction Documents to which it is a party andparty, subject only to receipt obtaining Requisite Stockholder Approval (as defined below). The execution, delivery and performance by the Company of this Agreement and the completion by the Company of the Requisite Stockholder ApprovalMerger and the other Transactions have been duly, validly and unanimously authorized by the Board of Directors of the Company and the Board of Directors has unanimously resolved that the Merger is advisable and in the best interests of the Company and its stockholders. Neither Section 203 of the DGCL nor any other anti-takeover or similar statute or regulation applies or purports to consummate apply to the Transactions. The execution and delivery of only Stockholder approvals or authorizations required to approve this Agreement and any Related Agreements to which effect the Company is a party Merger and the consummation of other Transactions are the Transactions have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Company Board) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Transactions, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least the holders of a majority of the voting power Company Common Stock and the holders of a majority of the outstanding shares of Company Capital StockPreferred Shares, voting together as a single class class, on an as as-converted into Company Common Stock basis, basis and (b) at least sixty-six and two thirds (66 2/3%) the holders of a majority of the voting power of the outstanding shares of Company Preferred StockShares, voting together as a single class class, on an as-converted basis, as required by the Company Charter and the DGCL (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement has been, and each of the Related Agreements other Transaction Documents to which the Company is a party at the Closing will have been been, duly executed and delivered by the Company Company, and assuming the due authorizationthis Agreement is, execution and delivery by each of the other parties hereto and theretoTransaction Documents to which the Company is a party will be at the Closing, constitute the a legal, valid and binding obligations obligation of the Company Company, enforceable against it the Company in accordance with their respective its terms, subject except as to the effect, if any, of (xa) Legal Requirements applicable bankruptcy and other similar laws affecting the rights of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, creditors generally and (yb) rules of law governing specific performance, injunctive relief, relief and other equitable remedies and other general principles of equity (clauses (x) and (y) collectively, the “Enforceability LimitationsExceptions”).
Appears in 1 contract
Sources: Merger Agreement (Drugstore Com Inc)
Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Transactions transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Company Board) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which it is a party and the transactions contemplated hereby and thereby. The Company Stockholder Approval is the only vote, approval or consent of the holders of any class or series of Company Capital Stock or any other securities of the Company that is necessary to adopt this Agreement and each of the Related Agreements to which the Company is a party or to consummate the Transactions, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement transactions contemplated hereby and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactionsthereby. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have been been, or, as of the Effective Time shall be, duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute, or shall constitute when executed and delivered, the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (xA) Legal Requirements laws of general application relating to bankruptcy, insolvency, moratoriumfraudulent conveyance, the relief of debtors reorganization, moratorium and enforcement of other similar laws relating to or affecting creditors’ rights in general, generally and (yB) principles of equity, rules of law governing specific performance, injunctive relief, relief and other equitable remedies (the “Enforcement Exceptions”). The Board, by resolutions duly adopted (and other general principles not thereafter modified or rescinded) by the unanimous vote of equity (clauses the Board, has (x) declared that this Agreement, the Related Agreements and the transactions contemplated hereby and thereby, including the Merger, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests of the Company and the Company Stockholders, (y) approved this Agreement in accordance with the provisions of the DGCL and (z) directed that the adoption of this Agreement and approval of the Merger be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement and approve the Merger (collectively, the “Enforceability LimitationsCompany Board Resolutions”). Other than the Company Stockholder Approval, no other votes, approvals or consents on the part of the Company or any of the Company Security Holders are necessary to adopt this Agreement and approve the transactions contemplated by this Agreement, including the Merger.
(b) The Company, the Board and the Company Stockholders have taken all actions, if any, necessary to provide that the restrictive provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination,” “interested shareholder” or other similar anti-takeover statute or regulation, and any anti-takeover provision in the Charter Documents shall not be applicable to any of Parent, the Company or the Surviving Corporation or to the execution, delivery or performance of the transactions contemplated by this Agreement, including the consummation of the Merger or any of the other transactions contemplated by this Agreement.
Appears in 1 contract
Authority and Enforceability. (a) The Company has all requisite corporate power and authority authority, including the unanimous approval of the Company Board, to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, to consummate the Transactions. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Transactions have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Company Board) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Transactions, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and including (bi) at least sixty-six and two thirds the affirmative vote of holders of sixty percent (66 2/360%) of the voting power of the issued and outstanding shares of the Company Series A Preferred Stock, voting together as a single class on as converted basis, and the affirmative vote of holders of sixty-six percent (clauses 66%) of the issued and outstanding shares of the Company Series B Preferred Stock, voting together as a single class on as converted basis (a) and (b), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger and the other Transactions.
(b) The Company Board has unanimously determined that this Agreement and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so that the any restrictions on business combinations set forth in Section 203 of Delaware Law under applicable Legal Requirements are not applicable to this Agreement and the Transactions. No other Transactions and no “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (xi) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (yii) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity (clauses (xi) and (yii) collectively, the “Enforceability Limitations”).
Appears in 1 contract
Sources: Merger Agreement (Medallia, Inc.)
Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, to consummate the Transactions. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Transactions have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company and, assuming the due execution and delivery of this Agreement by the other parties hereto, constitutes the valid and binding obligation of the Company enforceable against the Company in accordance with its terms subject only to the effect, if any, of (including i) applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws relating to or affecting the enforcement of the rights and remedies of creditors generally and (ii) rules of Law governing specific performance, injunctive relief and other equitable remedies. The Company Board, by resolutions duly adopted (and not thereafter modified or rescinded) by the unanimous approval vote of the Company Board) , has approved this Agreement in accordance with the Charter Documents and no further corporate applicable Law. No other votes, approvals or other action is required consents on the part of the Company to authorize this Agreement and and/or any Related Agreements to which the Company is a party or to consummate the Transactions, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required Security Holders are necessary under applicable Legal Requirements, Delaware Law, any of the Charter Documents and all or any Contracts to which the Company or any Subsidiary is a party to legally adopt approve this Agreement and the Transactions and to approve the TransactionsAcquisition.
(b) The execution and delivery of this Agreement by the Company Board has unanimously determined that does not, and the consummation of the Transactions will not, (i) result in the creation of any Encumbrance on any of the material assets of the Company or any Subsidiary or any of the shares of Company Capital Shares or (ii) conflict with, or result in any violation of or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit (other than a Tax benefit) under, (A) any provision of the Charter Documents or the organizational documents of any Subsidiary, in each case as amended to date, (B) (assuming the making of all filings as may be required under the HSR Act and applicable Anti-Trust Laws and the expiration or termination of the applicable waiting period) any Law or any judgement, order or decree to which the Company or any Subsidiary is subject, or (C) except as set forth on Schedule 3.5(b)(ii)(C) of the Disclosure Letter, any Material Contract.
(c) No consent, approval, Order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required by or with respect to the Company in connection with the execution and delivery of this Agreement or the consummation of the Transactions, except for (ii) such filings and notifications as may be required under the HSR Act and the expiration or early termination of applicable waiting periods under the HSR Act and (ii) such other consents, approvals, Orders, authorizations, registrations, declarations, filings and notices that, if not obtained or made, would not adversely affect, and would not reasonably be expected to adversely affect, the Company’s ability to perform or comply with the covenants, agreements or obligations of the Company herein or to consummate the Transactions in accordance with this Agreement and the Transactions are advisable, fair to, and in the best interests ofapplicable Law.
(d) The Company, the Company and its Stockholders, approved this Agreement Board and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has Shareholders have taken all necessary actions so such that the restrictions on business combinations set forth in Section 203 restrictive provisions of Delaware Law are not applicable to this Agreement and the Transactions. No other any “fair price,” “moratorium,” “control share acquisition,” “fair pricebusiness combination,” “moratoriuminterested shareholder” or other antitakeover Legal Requirement (such Lawsimilar anti-takeover statute or regulation, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement and any anti-takeover provision in the organizational or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations governing documents of the Company enforceable against it in accordance with their respective terms, subject will not be applicable to (x) Legal Requirements any of general application relating to bankruptcy, insolvency, moratoriumPurchaser, the relief Company or to the execution, delivery or performance of debtors and enforcement the Transactions, including the consummation of creditors’ rights in general, and (y) rules the Acquisition or any of law governing specific performance, injunctive relief, the other equitable remedies and other general principles of equity (clauses (x) and (y) collectively, the “Enforceability Limitations”)Transactions.
Appears in 1 contract
Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, to consummate the Transactions. The execution and delivery of this each Ancillary Agreement and any Related Agreements to which the Company is a party and to perform its obligations under this Agreement and each such Ancillary Agreement. The execution, delivery and performance by the Company of this Agreement and each Ancillary Agreement and the consummation of the Transactions transactions contemplated hereby and thereby, including the Merger and the Charter Amendment, have been duly authorized by all necessary corporate action on the part of the Company subject only to approval by (including a) the unanimous approval holders of a majority of the votes represented by the outstanding shares of Company Board) and no further corporate or other action is required Capital Stock entitled to vote on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is Merger, voting together as a party or to consummate single class, (b) the Transactions, other than the adoption holders of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the then-outstanding shares of Company Capital Series D Preferred Stock, voting together as a single class, (c) the holders of at least a majority of the then-outstanding shares of Series E Preferred Stock, voting together as a single class, (c) the holders of at least a majority of the Series F Preferred Stock, voting together as a single class, and (d) the holders of at least two-thirds of the then-outstanding shares of Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock, voting together as a single class on an as as-converted into Company to Common Stock basis, in each case at a meeting duly noticed and (b) at least sixty-six and two thirds (66 2/3%) held, or by written consent, in compliance with all applicable requirements of the voting power of DGCL and any other applicable Law and the outstanding shares of Company Preferred Stock, voting together as a single class Company’s Governing Documents (clauses (a) and (b), collectively, the “Requisite Stockholder ApprovalVote”). The Requisite Stockholder Approval is Without limiting the only vote of the Stockholders required under applicable Legal Requirements, Delaware Lawforegoing, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Transactions.
(b) The Company Board has (i) at a meeting thereof duly called and held unanimously adopted resolutions approving and declaring advisable this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) at a meeting thereof duly called and held unanimously determined that the terms and conditions of this Agreement, the Merger and the other transactions contemplated by this Agreement and the Transactions are advisable, fair to, to and in the best interests ofof the Company and the Stockholders and (iii) made the Company Board Recommendation. The Company has duly and validly executed and delivered this Agreement and, on or prior to the Closing, the Company will have duly and its Stockholders, approved this validly executed and delivered each Ancillary Agreement and the Transactionsto which it is a party. This Agreement constitutes, and recommended to the Stockholders to vote in favor of adoption of this upon execution and delivery each Ancillary Agreement and approval of the Transactions. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorizationwill constitute, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations obligation of the Company Company, enforceable against it the Company in accordance with their respective its terms, subject to except as enforcement thereof may be limited by (xA) Legal Requirements of general application relating to bankruptcy, insolvency, moratoriumreorganization, moratorium and similar laws, both state and federal, affecting the relief of debtors and enforcement of creditors’ rights or remedies in general, and general as from time to time in effect or (yB) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles the exercise by courts of equity (clauses (x) and (y) collectively, the “Enforceability Limitations”)powers.
Appears in 1 contract
Sources: Merger Agreement (Radisys Corp)
Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and any Related Agreements Agreement, to which it is a party perform its obligations hereunder and, subject subject, in the case of the consummation of the Merger, to the receipt of the Requisite Company Stockholder Approval, to consummate the Transactionstransactions contemplated hereby. The Company has taken all requisite corporate actions to authorize the execution and delivery of this Agreement and any Related the performance of its obligations hereunder and, subject, in the case of the consummation of the Merger, to the receipt of the Company Stockholder Approval, to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the other parties hereto, this Agreement constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions.
(b) The Company has all requisite power and authority to execute and deliver the Ancillary Agreements to which it will be a party, to perform its obligations thereunder and, subject, in the case of the consummation of the Merger, to the receipt of the Company is Stockholder Approval, to consummate the transactions contemplated thereby. The Company has taken all requisite corporate action to authorize the execution and delivery of the Ancillary Agreements to which it will be a party and the performance of its obligations thereunder and, subject, in the case of the consummation of the Transactions have been duly authorized by all necessary corporate action on Merger, to the part receipt of the Company Stockholder Approval, to consummate the transactions contemplated thereby. Each Ancillary Agreement, if and when executed by the Company upon the terms and subject to the conditions set forth in this Agreement, will be duly executed and delivered by the Company, as the case may be, and, assuming the due authorization, execution and delivery by each of the other parties thereto, each Ancillary Agreement will constitute the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions.
(c) The board of directors of the Company, by resolutions duly adopted, has unanimously (i) approved and declared advisable this Agreement and the transactions contemplated hereby, including the unanimous approval Merger, and has determined that this Agreement and such transactions are fair to and in the best interest of the Company Board) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the TransactionsStockholders, other than (ii) directed that the adoption of this Agreement and approval of the Merger by be submitted to the Company Stockholders for consideration and (iii) recommended that the Company Stockholders adopt this Agreement and approve the Merger. The affirmative vote of the Company who hold (a) holders of at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) is the only vote of the voting power holders of capital stock or other equity interests of the outstanding shares Company necessary to adopt this Agreement and approve the Merger under the DGCL and the Company’s organizational documents, each as in effect at the time of Company Preferred Stock, voting together as a single class such adoption and approval (clauses (a) and (b), collectively, the “Requisite Company Stockholder Approval”). The Requisite Company Stockholder Approval is the only vote Approval, if obtained, shall be obtained upon delivery of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the TransactionsWritten Consents.
(b) The Company Board has unanimously determined that this Agreement and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity (clauses (x) and (y) collectively, the “Enforceability Limitations”).
Appears in 1 contract
Sources: Merger Agreement (PLBY Group, Inc.)
Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, and to consummate the TransactionsMerger and the other transactions contemplated hereby and thereby. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Transactions Merger and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Company BoardBoard of Directors of the Company) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the TransactionsMerger or any other transactions contemplated hereby and thereby. Without limiting this representation, other than the adoption of this Agreement has been adopted and approval of the Merger approved by the Stockholders who hold at least 93% of the issued and outstanding shares of the Company who hold (a) Capital Stock and at least a majority of the voting power of the issued and outstanding shares of each class of the Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectivelytogether, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is approvals of the Board of Directors of the Company and of at least a majority of the issued and outstanding shares of each class of the Company Capital Stock described in this paragraph are the only vote votes or approvals of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the TransactionsMergers and the other transactions contemplated hereby.
(b) The Company Board has unanimously determined that this Agreement and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements Laws of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general.
(c) No “fair price,” “moratorium,” “interested stockholder,” “control share acquisition,” “business combination” or any other anti-takeover Law or similar Law enacted under state or federal Law or any anti-takeover provision in the Charter Documents is applicable to the Company, and (y) rules any shares of law governing specific performanceCompany Capital Stock or other Company Securities, injunctive reliefthis Agreement, or the Merger or the other equitable remedies and other general principles of equity (clauses (x) and (y) collectively, the “Enforceability Limitations”)transactions contemplated hereby.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Sarcos Technology & Robotics Corp)
Authority and Enforceability. (a) The Company has all requisite necessary corporate power and authority to enter into this Agreement Agreement, to perform its obligations hereunder and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, to consummate the Transactionstransactions contemplated by this Agreement. The execution and delivery of this Agreement and any Related Agreements to which by the Company, the performance by the Company is a party of its obligations hereunder, and the consummation by the Company of the Transactions transactions contemplated by this Agreement, have been duly authorized by all necessary the board of directors of the Company (the “Company Board of Directors”), and no other corporate action on the part of the Company (including is necessary to authorize the unanimous approval execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder or the consummation by the Company of the Company Board) and no further corporate or other action is required on the part of the Company to authorize transactions contemplated by this Agreement and any Related Agreements to which the Company is a party or to consummate the TransactionsAgreement, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have has been duly executed and delivered by the Company and (assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the Parties to this Agreement) constitutes a valid and binding obligations obligation of the Company Company, enforceable against it the Company in accordance with their respective its terms, except as enforceability may be limited by or subject to (xa) Legal Requirements of general application relating to bankruptcy, insolvency, moratoriumreorganization, the relief of debtors moratorium and enforcement of other similar Laws relating to or affecting creditors’ rights in general, and generally or (yb) the effect of rules of law Law and general principles of equity, including those governing specific performance, injunctive relief, relief and other equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at Law) (the “Enforceability Exceptions”).
(b) At a meeting duly called and other general principles held or by written consent in lieu thereof, the Company Board of equity Directors has (clauses i) unanimously determined that this Agreement and the transactions contemplated hereby are fair to, advisable and in the best interests of the Company’s stockholders, (xii) unanimously approved and adopted this Agreement and the transactions contemplated hereby and (yiii) collectivelyunanimously resolved (subject to Section 6.4) to recommend adoption of this Agreement and approval of the First-Step and the other transactions contemplated hereby by the Company’s stockholders (such recommendation, the “Enforceability LimitationsCompany Board Recommendation”).
Appears in 1 contract
Authority and Enforceability. (a) The Company has all requisite the corporate power and authority to enter into execute and deliver this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The execution execution, delivery and delivery performance by the Company of this Agreement and any Related Agreements each Ancillary Document to which the Company is a party and the consummation of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all necessary the Board of Directors of the Company. Except for the Company Stockholder Approval, no other corporate action proceedings on the part of the Company (including the unanimous approval of the Company Board) and no further corporate or other action is required on the part of the Company are necessary to authorize the execution, delivery or performance of this Agreement and or any Related Agreements Ancillary Document to which the Company is a party or to consummate the Transactions, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”)transactions contemplated hereby or thereby. The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements Ancillary Document to which the Company is a party have has been duly executed and delivered by the Company and assuming the due authorizationconstitutes a legal, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations agreement of the Company Company, enforceable against it the Company in accordance with their respective its terms, subject except to (x) Legal Requirements of general application the extent that enforcement may be affected by Laws relating to bankruptcy, insolvencyreorganization, moratorium, the relief of debtors insolvency and enforcement of creditors’ rights and by the availability of injunctive relief, specific performance and other equitable remedies.
(b) The Board of Directors of the Company, in generalan action taken by unanimous written consent on November 17, 2023, (i) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its stockholders, (ii) approved the Merger upon the terms and subject to the conditions set forth herein and approved the execution by the Company of this Agreement, and (yiii) rules resolved to recommend that the Company’s stockholders approve and adopt this Agreement and the Merger. The Company Stockholder Approval was duly and validly obtained pursuant to the Organizational Documents of law governing specific performance, injunctive relief, other equitable remedies the Company and other general principles of equity (clauses (x) and (y) collectively, DGCL on the “Enforceability Limitations”)date set forth in such Company Stockholder Approval.
Appears in 1 contract
Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, to consummate the Merger and the other Transactions. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Merger and the other Transactions have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Board of Directors of the Company Board(the “Requisite Board Approval”)) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Merger or any other Transactions, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six a majority of the voting -6- power of the Company Common Stock, voting together as a single class, and two thirds (66 2/3%c) at least a majority of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a), (b) and (bc), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the CGCL, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger and the other Transactions.
(b) . The Board of Directors of the Company Board has unanimously determined that approved this Agreement Agreement, the Merger and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the other Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement Merger and the Transactionsother Transactions (the “Company Recommendation”). No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity (clauses (x) and (y) collectively, the “Enforceability Limitations”).
Appears in 1 contract
Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Transactions transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Company Board) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company it is a party or and the transactions contemplated hereby and thereby, subject only to consummate the Transactions, other than approval of the adoption transactions contemplated by this Agreement by the Company Stockholders. The vote required of the Company Stockholders to approve this Agreement and approval of the Merger by transactions contemplated hereby is the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”)Vote. The Requisite Stockholder Approval Vote is the only vote vote, approval or consent of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which holders of any class or series of Company Capital Stock or any other securities of the Company or any Subsidiary that is a party necessary to legally (a) adopt this Agreement and approve the Transactions.
transactions contemplated hereby and (b) The Company Board has unanimously determined that this Agreement and to effect the Transactions are advisable, fair to, and in deemed conversion of all the best interests of, shares of the Company and its Stockholders, approved this Agreement and the Transactions, and recommended Series A Preferred Stock into shares of Company Class F Common Stock on a one-for-one basis immediately prior to the Stockholders to vote Effective Time in favor accordance with the Charter Documents. This Agreement has been unanimously approved by the Board of adoption of this Agreement and approval Directors of the TransactionsCompany. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have been been, or, as of the Effective Time will be, duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute, or will constitute when executed and delivered, the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements laws of general application relating to bankruptcy, insolvency, moratoriumfraudulent conveyance, the relief of debtors reorganization, moratorium and enforcement of other similar laws relating to or affecting creditors’ rights in general, generally and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity (clauses (x) and (y) collectively, the “Enforceability Limitations”)equity.
Appears in 1 contract
Sources: Merger Agreement (Linkedin Corp)
Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement Agreement, to perform its obligations hereunder and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, to consummate the Transactionstransactions contemplated hereby. The Company has taken all requisite corporate or other actions to authorize the execution and delivery of this Agreement to which the Company will be a party and to perform its obligations and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the other parties hereto, this Agreement constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, preference and other similar laws affecting creditors’ rights generally, and by general principles of equity (regardless of whether enforcement is sought in equity or at law) (the “Enforceability Exceptions”).
(b) The manager of the Company has (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are in the best interests of the Company and the Seller and (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, in accordance with the Merger Statutes. No additional approvals, votes, consents or actions are necessary on the part of the Company, the Seller or any Related Agreements class or series of equity interests to authorize the execution, delivery and performance of this Agreement to which the Company is a party and the consummation by the Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Company Board) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Transactions, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactionstransactions contemplated hereby.
(c) The Seller has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement and each of the Related Agreements to which the Company is a party have has been duly executed and delivered by the Company and Seller and, assuming the due authorization, execution and delivery by each of the other parties hereto and theretohereto, constitute this Confidential Agreement constitutes the valid and binding obligations obligation of the Company such Seller, enforceable against it the Seller in accordance with their respective its terms, subject to the Enforceability Exceptions.
(xd) Legal Requirements The Seller, in its capacity as an equityholder of general application relating to bankruptcythe Company, insolvencyhas approved and adopted this Agreement and the transactions contemplated hereby, moratoriumincluding the Merger, in accordance with the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity (clauses (x) and (y) collectively, the “Enforceability Limitations”)Merger Statutes.
Appears in 1 contract
Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, and to consummate the TransactionsMergers and the other transactions contemplated hereby and thereby. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Transactions Mergers and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Company Boardparticipating Board of Directors of the Company) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the TransactionsMergers or any other transactions contemplated hereby and thereby, other than the adoption of this Agreement and approval of the Merger Mergers by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) a majority of the voting power of the outstanding shares of Company Series B Preferred Stock, voting together as a single class on an as converted into Company Common Stock basis, (c) at least a majority of the voting power of the outstanding shares of Company Common Stock, voting together as a single class and (d) at least a majority of the voting power of the Company Preferred Stock, voting together as a single class on an as converted to Company Common Stock basis (clauses (a), (b), (c) and (bd), collectively, the “Requisite Stockholder Approval”). .
(b) The Requisite Stockholder Approval is the only vote approval of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement Mergers and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactionstransactions contemplated hereby.
(c) This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements Laws of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity (clauses (x) and (y) collectively, the “Enforceability Limitations”).
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Square, Inc.)
Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, and to consummate the TransactionsMerger and the other transactions contemplated hereby and thereby. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Transactions Merger and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Company BoardBoard of Directors of the Company) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the TransactionsMerger or any other transactions contemplated hereby and thereby, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Series A Preferred Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) of the voting power a majority of the outstanding shares of Company Preferred Capital Stock, voting together as a single class on an as converted to Company Common Stock basis (clauses (a) and through (b), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote or approval of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the TransactionsMerger and the other transactions contemplated hereby.
(b) The Company Board has unanimously determined that this Agreement and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements Laws of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general.
(c) No “fair price,” “moratorium,” “interested stockholder,” “control share acquisition,” “business combination” or any other anti-takeover Law or similar Law enacted under state or federal Law (including Section 203 of Delaware Law) or any anti-takeover provision in the Charter Documents is applicable to the Company, and (y) rules any shares of law governing specific performanceCompany Capital Stock or other Company Securities, injunctive reliefthis Agreement, or the Merger or the other equitable remedies and other general principles of equity (clauses (x) and (y) collectively, the “Enforceability Limitations”)transactions contemplated hereby.
Appears in 1 contract
Sources: Merger Agreement (Pluralsight, Inc.)
Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into execute this Agreement and any Related Agreements the other Transaction Documents to which it is (or will be) a party and to perform its obligations hereunder and thereunder and, subject to receipt of the Requisite Stockholder Approval, to consummate the Transactions. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Transactions have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Company Board) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Transactions, other than the adoption of this Agreement and approval of the First Merger, Charter Amendment and the other Transactions in the Written Consent, to consummate the First Merger by and the Stockholders other Transactions to be completed as of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the TransactionsEffective Time.
(b) This Agreement and the other Transaction Documents have been (or will be) duly executed and delivered by the Company and, assuming the due authorization, execution, and delivery by each of the other parties hereto and thereunder, represent valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except, in each case, to the extent such enforceability is subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, or other Applicable Law affecting or relating to creditors’ rights generally and general principles of equity.
(c) The Company Board has unanimously (i) determined that this Agreement and the Transactions Transactions, including the Merger and the Charter Amendment, are advisable, fair to, and in the best interests of, the Company and its the Stockholders, (ii) approved and declared advisable the execution, delivery, and performance of this Agreement and the consummation of the Transactions, including the Merger and recommended (iii) resolved to recommend that the Stockholders to vote in favor of adoption of adopt this Agreement and approval of approve the Merger and the other Transactions. The only affirmative votes or written consents of the holders of any classes or series of Company Board has taken all Capital Stock necessary to adopt this Agreement and approve the Merger, the Charter Amendment and the other Transactions (“Stockholder Approval”) are the votes of the Consenting Stockholders. All actions so that relating to the restrictions on business combinations set forth in Section 203 solicitation and obtainment of Delaware Law are not applicable the Written Consent with respect to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it will be taken in accordance compliance with their respective terms, subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity (clauses (x) and (y) collectively, the “Enforceability Limitations”)Applicable Law.
Appears in 1 contract
Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into this Agreement and the Company and each Subsidiary of the Company has all requisite power and authority to enter into any Related Agreements Agreement to which it is a party and, subject to receipt of the Requisite Stockholder Approval, and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery of this Agreement and any Related Agreements Agreement to which the Company or any Subsidiary of the Company is a party and the consummation of the Transactions transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Company Board) such Person and no further corporate or other action is required on the part of the Company such Person to authorize this Agreement and any Related Agreements to which the Company such Person is a party or to consummate and the Transactions, other than the adoption of this Agreement transactions contemplated hereby and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”)thereby. The Requisite Company Stockholder Approval is the only vote vote, approval or consent of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which holders of any class or series of Company Capital Stock or any other securities of the Company or any Subsidiary that is a party necessary to legally adopt this Agreement and each of the Related Agreements and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement transactions contemplated hereby and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactionsthereby. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company or any Subsidiary of the Company is a party have been been, or, as of the Effective Time shall be, duly executed and delivered by the Company such Person and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute, or shall constitute when executed and delivered, the valid and binding obligations of the Company such Person, as applicable, enforceable against it in accordance with their respective terms, subject to (xA) Legal Requirements Laws of general application relating to bankruptcy, insolvency, moratoriumfraudulent conveyance, the relief of debtors reorganization, moratorium and enforcement of other similar laws relating to or affecting creditors’ rights in general, generally and (yB) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity (clauses the “Bankruptcy and Equity Exception”). The Board, by resolutions duly adopted (and not thereafter modified or rescinded) by the unanimous vote of the Board, has (x) declared that this Agreement, the Related Agreements and the transactions contemplated hereby and thereby, including the Merger, upon the terms and subject to the conditions set forth herein, are advisable, fair to and in the best interests of the Company and the Company Stockholders, (y) approved this Agreement in accordance with the provisions of the DGCL and (z) directed that the adoption of this Agreement and approval of the Merger be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement and approve the Merger (collectively, the “Enforceability LimitationsCompany Board Resolutions”). Other than the Company Stockholder Approval, no other votes, approvals or consents on the part of the Company or any of the Company Security Holders are necessary under the DGCL, any of the Charter Documents or any Contracts to which the Company or any Subsidiary of the Company is a party to adopt this Agreement and the transactions contemplated by this Agreement and the Merger.
(b) No consent, approval, Order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing of the Certificate of Merger, (ii) such filings as may be required, and the expiration or termination of the applicable waiting periods or the receipt of approvals or consents required under the HSR Act and other Antitrust Laws, (iii) such consents, notices, waivers, approvals, Orders, authorizations, registrations, declarations and filings as may be required under applicable securities Laws and state “blue sky” Laws, and (iv) such other consents, approvals, Orders, authorizations, registrations, declarations, filings and notices that, if not obtained or made, would not have a material and adverse effect on, and would not reasonably be expected to have a material and adverse effect on, the Company or any of its Subsidiaries’ ability to perform or comply with the covenants, agreements or obligations of the Company or any of its Subsidiaries herein or to consummate the transactions contemplated by this Agreement in accordance with this Agreement and applicable Law. {N4442029.10} 255288355 v23
(c) The Company and each of its Subsidiaries, the Board and the Company Stockholders have taken all actions such that the restrictive provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination,” “interested shareholder” or other similar anti-takeover statute or regulation, and any anti-takeover provision in the Charter Documents shall not be applicable to any of Parent, the Company or the Surviving Corporation or to the execution, delivery or performance of the transactions contemplated by this Agreement, including the consummation of the Merger or any of the other transactions contemplated by this Agreement.
Appears in 1 contract
Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder ApprovalApproval and regulatory approvals, to consummate the Merger and the other Transactions. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Merger and the other Transactions have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Company BoardBoard of Directors of the Company) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Merger or any other Transactions, other than the adoption of this Agreement and approval of the Merger by at least a majority in voting power of (i) the Stockholders then outstanding shares of (A) Company Voting Preferred Stock and (B) the Company who hold then outstanding shares of Series F Preferred Stock, voting separately as a class and (aii) at least a majority of the in voting power of the outstanding shares of Company Capital Stock, voting together as a single class and, with respect to the Series D Preferred Stock, Series E Preferred Stock, and Series G Preferred Stock, on an as converted into Company to Class A Common Stock basis, and basis (b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, Law and the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger and the other Transactions.
(b) . The Board of Directors of the Company Board has unanimously determined that approved this Agreement Agreement, the Merger and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the other Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement Merger and the Transactionsother Transactions (the “Company Recommendation”). No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity (clauses (x) and (y) collectively, the “Enforceability Limitations”).
Appears in 1 contract
Authority and Enforceability. (a) The Company Seller has all the requisite corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Seller. Seller has duly executed and delivered this Agreement. This Agreement constitutes the Company valid and binding obligation of Seller, enforceable against it in accordance with its terms, except as such enforceability may be limited by (including the unanimous approval of the Company Boardi) and no further corporate bankruptcy, insolvency, reorganization, moratorium or other action is required on the part of the Company similar Laws affecting or relating to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Transactions, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basiscreditors' rights generally, and (bii) at least sixty-six the availability of injunctive relief and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Transactionsother equitable remedies.
(b) The Company Board has unanimously determined that this Agreement and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval Each member of the TransactionsSeller Group has the requisite power (corporate or otherwise) and authority to enter into each Ancillary Agreement to which it is, or is expected to be, a party and to consummate the transactions contemplated thereby. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by each member of the Seller Group of each Ancillary Agreement to which it is, or is expected to be, a party and the consummation of the transactions contemplated thereby have been or will be prior to Closing duly authorized by all necessary corporate, limited liability company or other action on the part of each such member of the Seller Group. The Ancillary Agreements will, when executed by all of the parties hereto and thereto, constitute the valid and binding obligations obligation of each member of the Company Seller Group party thereto, enforceable against it in accordance with their respective its terms, subject to except as such enforceability may be limited by (xi) Legal Requirements of general application relating to bankruptcy, insolvency, moratoriumreorganization, the relief of debtors and enforcement of moratorium or other similar Laws affecting or relating to creditors’ ' rights in generalgenerally, and (yii) rules the availability of law governing specific performance, injunctive relief, relief and other equitable remedies remedies. The Ancillary Agreements will effectively vest in Buyer good, valid and marketable title to the Shares, free and clear of all Liens, and to all the Purchased Assets, free and clear of all Liens other general principles of equity (clauses (x) and (y) collectively, the “Enforceability Limitations”)than Permitted Liens.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Alphatec Holdings, Inc.)
Authority and Enforceability. (a) The Other than obtaining the Company Member Approval, the Company has all the requisite corporate power and authority to enter into this Agreement and any Related Agreements Agreement, each of the other agreements contemplated hereby to which it the Company is or will be a party andparty, subject to receipt of the Requisite Stockholder Approval, perform its obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery of this Agreement and any Related Agreements Agreement, each of the other agreements contemplated hereby to which the Company is or will be a party party, the performance by the Company of its obligations hereunder and thereunder and the consummation of the Transactions transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Company Board) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Transactions, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”)Company. The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, and each other agreement contemplated hereby to which the Company is or will be a party, after being duly executed and delivered by the Company, will (assuming the due authorization, execution and delivery by the other parties hereto and thereto) constitute a legal, constitute the valid and binding obligations obligation of the Company enforceable against it the Company in accordance with their respective its terms, subject to the effect, if any, of (xi) Legal Requirements of general application relating to bankruptcy, insolvency, moratoriumreorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights or remedies of creditors or (ii) general principles of equity.
(b) The Company Board duly and unanimously adopted resolutions (i) approving and declaring advisable this Agreement and the other agreements contemplated herein, the relief Merger and the other transactions contemplated hereby and thereby, (ii) declaring that it is in the best interests of debtors the members of the Company that the Company enter into this Agreement and enforcement consummate the transactions contemplated by this Agreement on the terms and subject to the conditions set forth in this Agreement, (iii) declaring that the terms of creditors’ rights in generalthe Merger are fair to the Company and the Company Members, and (yiv) rules recommending that the Company Members approve this Agreement, which resolutions have not been rescinded, modified or withdrawn in any way. The Company Member Approval is the only vote of law governing specific performance, injunctive relief, the holders of any equity or other equitable remedies membership interest of any class or series of the Company necessary to approve or adopt this Agreement or to consummate the Merger and the other general principles of equity (clauses (x) and (y) collectively, the “Enforceability Limitations”)transactions contemplated herein.
Appears in 1 contract
Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Transactions transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Company Board) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which it is a party and the transactions contemplated hereby and thereby. The Company Stockholder Approval is the only vote, approval or consent of the holders of any class or series of Company Capital Stock or any other securities of the Company that is necessary to adopt this Agreement and each of the Related Agreements to which the Company is a party or to consummate the Transactions, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement transactions contemplated hereby and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactionsthereby. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have been been, or, as of the Effective Time shall be, duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute, or shall constitute when executed and delivered, the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (xA) Legal Requirements laws of general application relating to bankruptcy, insolvency, moratoriumfraudulent conveyance, the relief of debtors reorganization, moratorium and enforcement of other similar laws relating to or affecting creditors’ rights generally and (B) general principles of equity. The Board, by resolutions duly adopted (and not thereafter modified or rescinded) by the unanimous vote of the Board, has (x) declared that this Agreement, the Related Agreements and the transactions contemplated hereby and thereby, including the Mergers, upon the terms and subject to the conditions set forth herein, are advisable and in generalthe best interests of the Company and the Company Stockholders, and (y) rules approved this Agreement in accordance with the provisions of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity (clauses (x) the DGCL and (yz) directed that the adoption of this Agreement and approval of the Mergers be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement and approve the Mergers (collectively, the “Enforceability LimitationsCompany Board Resolutions”). Other than the Company Stockholder Approval, no other votes, approvals or consents on the part of the Company or any of the Company Stockholders are necessary to adopt this Agreement and approve the transactions contemplated by this Agreement, including the Mergers.
(b) The Company, the Board and the Company Stockholders have taken all actions such that the restrictive provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination,” “interested shareholder” or other similar anti-takeover statute or regulation, and any anti-takeover provision in the Charter Documents shall not be applicable to any of Parent, the Company or the Surviving Corporation or to the execution, delivery or performance of the transactions contemplated by this Agreement, including the consummation of the Mergers or any of the other transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Merger Agreement (PagerDuty, Inc.)
Authority and Enforceability. (a) The Company has all requisite necessary corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party Agreement, and, subject to receipt in the case of the Requisite Stockholder consummation of the Merger to the Company Shareholder Approval, to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The execution and delivery by the Company of this Agreement and any Related Agreements to which the consummation by the Company is a party and the consummation of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company (including Company, subject in the unanimous approval case of the Company Board) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Transactions, other than the adoption of this Agreement and approval consummation of the Merger by to the Stockholders Company Shareholder Approval. The affirmative vote of the Company who hold (a) at least holders of a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) a duly convened meeting of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval Shareholders to approve this Agreement is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which holders of any class of capital stock or other security of the Company or any Subsidiary is a party necessary to legally adopt this Agreement and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement and the Transactions are advisable, fair to, and in Merger (the best interests of, the "Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the TransactionsShareholder Approval"). The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have has been duly executed and delivered by the Company and and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoMerger Sub, constitute constitutes the valid and binding obligations obligation of the Company Company, enforceable against it in accordance with their respective its terms, subject to except as such enforceability may be limited by (xi) Legal Requirements of general application relating to bankruptcy, insolvency, moratoriumreorganization, the relief of debtors and enforcement of moratorium or other similar Laws affecting or relating to creditors’ ' rights in generalgenerally, and (yii) rules the availability of law governing specific performance, injunctive relief, relief and other equitable remedies remedies.
(b) The Board of Directors of the Company has, by the unanimous vote of all directors then in office, (i) approved this Agreement and other general principles the transactions contemplated hereby, (ii) determined that the Merger is advisable and in the best interests of equity (clauses (x) the Company Shareholders and (yiii) collectively, resolved to recommend that the “Enforceability Limitations”)Company Shareholders adopt this Agreement and directed that this Agreement be submitted to the Company Shareholders for adoption.
Appears in 1 contract
Sources: Merger Agreement (Aptimus Inc)
Authority and Enforceability. (a) The Company Each of Parent and the Merger Subs has all requisite corporate or limited liability company, as applicable, power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, and to consummate the Mergers and the other Transactions. The execution and delivery by each of Parent and the Merger Subs of this Agreement and any Related Agreements to which the Company it is a party and the consummation of the Mergers and the other Transactions have been duly authorized by all necessary corporate corporate, limited liability company and other action on the part of Parent and the Company (including the unanimous approval of the Company Board) Merger Subs and no further corporate or other limited liability company action is required on the part of Parent or the Company Merger Subs (or their respective equityholders) to authorize the Parent’s and the Merger Subs’ entry into this Agreement and any Related Agreements to which Parent or the Company Merger Subs is a party or to consummate the Transactionsconsummation of the Mergers or any other Transactions by Parent and the Merger Subs, other than the adoption Parent Stockholder Approval of the Parent Stock Issuance and other Transactions under this Agreement requiring Parent Stockholder Approval. The boards of directors of Parent and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basisSub I, and (b) at least sixty-six and two thirds (66 2/3%) the Manager of the voting power of the outstanding shares of Company Preferred StockMerger Sub II, voting together as a single class (clauses (a) and (b), collectivelyhave unanimously approved this Agreement, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is Mergers and the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents other Transactions and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement and the Transactions are advisable, fair to, and in the best interests of, the Company of Parent and its Stockholders, approved this Agreement and the Transactionsstockholders, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so approved resolutions recommending that the restrictions on business combinations set forth in Section 203 holders of Delaware Law are not applicable to this Agreement and shares of Parent Common Stock approve the TransactionsParent Stock Issuance. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the any Related Agreements to which Parent and/or the Company is Merger Subs are a party have been been, or when executed and delivered by Parent and/or the Merger Subs, as applicable, will be, duly executed and delivered by Parent and the Company Merger Subs and assuming the due authorizationconstitute, execution or when executed and delivery by the other parties hereto and theretodelivered will constitute, constitute the valid and binding obligations of Parent and the Company Merger Subs, enforceable against it each of Parent and the Merger Subs in accordance with their respective terms, subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity (clauses (x) and (y) collectively, the “Enforceability Limitations”).
Appears in 1 contract
Sources: Merger Agreement (Crexendo, Inc.)
Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Transactions transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of Company, and other than the Company Board) and Stockholder Approval, no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company it is a party or to consummate and the Transactions, other than the adoption of this Agreement transactions contemplated hereby and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”)thereby. The Requisite Company Stockholder Approval is the only vote vote, approval or consent of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which holders of any class or series of Company Capital Stock or any other securities of the Company or any Subsidiary that is a party necessary to legally adopt this Agreement and each of the Related Agreements and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement transactions contemplated hereby and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactionsthereby. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have been been, or, as of the Effective Time shall be, duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute, or shall constitute when executed and delivered, the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (xA) Legal Requirements laws of general application relating to bankruptcy, insolvency, moratoriumfraudulent conveyance, the relief of debtors reorganization, moratorium and enforcement of other similar laws relating to or affecting creditors’ rights generally and (B) general principles of equity. The Board, by resolutions duly adopted (and not thereafter modified or rescinded) by the unanimous vote of the Board, has (x) declared that this Agreement, the Related Agreements and the transactions contemplated hereby and thereby, including the Merger, upon the terms and subject to the conditions set forth herein, are advisable, fair to and in generalthe best interests of the Company and the Company Stockholders, and (y) rules approved this Agreement in accordance with the provisions of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity (clauses (x) the DGCL and (yz) directed that the adoption of this Agreement and approval of the Merger be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement and approve the Merger (collectively, the “Enforceability LimitationsCompany Board Resolutions”). Other than the Company Stockholder Approval, no other votes, approvals or consents on the part of the Company or any of the Company Security Holders are necessary to adopt this Agreement and approve the transactions contemplated by this Agreement, including the Merger.
Appears in 1 contract
Sources: Merger Agreement (Cardlytics, Inc.)
Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Transactions transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Company Board) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company it is a party or and the transactions contemplated hereby and thereby, subject only to consummate the Transactions, other than approval of the adoption transactions contemplated by this Agreement by the Company Stockholders. The vote required of the Company Stockholders to approve this Agreement and approval the transactions contemplated hereby is set forth in Section 2.4 of the Merger by the Stockholders of the Company who hold Disclosure Schedule (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectivelysuch vote, the “Requisite Stockholder ApprovalVote”). The Requisite Stockholder Approval Vote is the only vote vote, approval or consent of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which holders of any class or series of Company Capital Stock or any other securities of the Company or any Subsidiary that is a party necessary to legally (a) adopt this Agreement and approve the Transactions.
transactions contemplated hereby and (b) The Company Board has unanimously determined that this Agreement and to effect the Transactions are advisable, fair to, and in conversion of all the best interests of, shares of the Company and its Stockholders, approved this Agreement and the Transactions, and recommended Preferred Stock into shares of Company Common Stock on a one-for-one basis immediately prior to the Stockholders to vote Effective Time in favor of adoption of this accordance with the Charter Documents. This Agreement and approval of has been unanimously approved by the TransactionsBoard. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have been been, or, as of the Effective Time will be, duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute, or will constitute when executed and delivered, the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements laws of general application relating to bankruptcy, insolvency, moratoriumfraudulent conveyance, the relief of debtors reorganization, moratorium and enforcement of other similar laws relating to or affecting creditors’ rights in general, generally and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity (clauses (x) and (y) collectively, the “Enforceability Limitations”)equity.
Appears in 1 contract
Sources: Merger Agreement (Linkedin Corp)
Authority and Enforceability. (a) The Company Each member of the Buckeye Group has all the requisite corporate power and authority to enter into this Agreement and any Related Agreements Agreement, to which it is a party perform its obligations hereunder and, subject to receipt of the Requisite Stockholder ApprovalBuckeye Consents, to consummate the Transactionstransactions contemplated hereby. The execution execution, performance and delivery by each member of the Buckeye Group of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval each member of the Company Board) and no further corporate or other action is required on the part Buckeye Group. Each member of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Transactions, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Transactions.
(b) The Company Board Buckeye Group has unanimously determined that this Agreement and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company this Agreement, and assuming the due authorization, execution received all necessary approvals of its stockholders and delivery by the board of directors or other parties hereto equity holders and thereto, constitute governing body. This Agreement constitutes the valid and binding obligations obligation of each member of the Company Buckeye Group, enforceable against it in accordance with their respective its terms, subject to except as such enforceability may be limited by (xi) Legal Requirements of general application relating to bankruptcy, insolvency, moratoriumfraudulent conveyance, the relief of debtors and enforcement of reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights in generalgenerally, (ii) the availability of injunctive relief and other equitable remedies, and (yiii) rules receipt of law governing specific performancethe Buckeye Consents.
(b) Each member of the Buckeye Group has the requisite power and authority to enter into each Ancillary Agreement to which it is, or is specified to be, a party, to perform its obligations thereunder, and to consummate the transactions contemplated thereby. The execution, performance and delivery by each member of the Buckeye Group of each Ancillary Agreement to which it is, or is specified to be, a party and the consummation of the transactions contemplated thereby have been duly authorized by all necessary corporate, limited liability company or other action on the part of each member of the Buckeye Group. Each member of the Buckeye Group has duly executed and delivered each Ancillary Agreement to which it is, or is specified to be, a party. The Ancillary Agreements constitute the valid and binding obligation of each member of the Buckeye Group party thereto, enforceable against it in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights generally, (ii) the availability of injunctive relief, relief and other equitable remedies and other general principles of equity (clauses (x) remedies, and (yiii) collectively, receipt of the “Enforceability Limitations”)Buckeye Consents.
Appears in 1 contract
Sources: Purchase and Sale Agreement (American Greetings Corp)
Authority and Enforceability. (a) The Company has all requisite necessary corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party Agreement, and, subject in the case of the consummation of the Merger to receipt of the Requisite Company Stockholder Approval, to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and any Related Agreements to which by the Company is a party and the consummation by the Company of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company (including Company, subject in the unanimous approval case of the consummation of the Merger to receipt of the Company Board) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Transactions, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a) and (b), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Transactions.
(b) The Company Board has unanimously determined that this Agreement and the Transactions are advisable, fair to, and in the best interests of, the Company and its Stockholders, approved this Agreement and the Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Transactions. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the Transactions.
(c) This Agreement and each of the Related Agreements to which the Company is a party have has been duly executed and delivered by the Company and and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoMerger Sub, constitute constitutes the valid and binding obligations obligation of the Company Company, enforceable against it in accordance with their respective its terms, subject to except as such enforceability may be limited by (xi) Legal Requirements of general application relating to bankruptcy, insolvency, moratoriumreorganization, the relief of debtors and enforcement of moratorium or other similar Laws affecting or relating to creditors’ rights in generaland remedies generally, and (yii) rules of law governing specific performanceas to enforceability, injunctive relief, other equitable remedies and other to general principles of equity equity, including principles of commercial reasonableness, good faith and fair dealing (clauses regardless of whether enforcement is sought in a proceeding at law or in equity).
(xb) The affirmative vote or consent of the holders of a majority of the then outstanding Company Shares voting as a single class at a duly convened meeting of the Company Stockholders to adopt and approve this Agreement and the Merger, or by written consent of the Company Stockholders in lieu of such meeting, are the only votes or consents of the holders of any class of capital stock or other security necessary to adopt and approve this Agreement and the Merger.
(c) The Board of Directors of the Company has, by the unanimous vote of all directors then in office, duly adopted resolutions (i) approving and declaring advisable this Agreement, the Merger and the transactions contemplated hereby, (ii) directing that the adoption of this Agreement be submitted to the Company Stockholders and (yiii) collectively, recommending that the “Enforceability Limitations”)Company Stockholders adopt this Agreement.
Appears in 1 contract