Authority; Non-Contravention. 4.2.1 Parent and Merger Sub have all requisite corporate power and authority to enter into this Agreement and the Escrow Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Parent and Merger Sub of this Agreement and the Escrow Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, subject only to the adoption and approval of this Agreement and the Merger by Parent as the sole stockholder of Merger Sub and the filing of the Certificate of Merger pursuant to Delaware Law. No approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement by the other Parties, constitutes the valid and binding obligations of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity. Assuming the due authorization, execution and delivery of the Escrow Agreement by the Company Stockholder Representative and the Escrow Agent, the Escrow Agreement, when executed and delivered by Parent and Merger Sub, will constitute the valid and binding obligations of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity. 4.2.2 The execution and delivery of this Agreement and the Escrow Agreement by Parent and Merger Sub does not, and the performance of this Agreement and the Escrow Agreement by Parent and Merger Sub will not, (i) conflict with or violate the Articles of Organization or By-Laws of Parent or the Certificate of Incorporation or By-Laws of Merger Sub, (ii) subject to compliance with the requirements set forth in Section 4.2.3 below, conflict with or violate any material Legal Requirement applicable to Parent or Merger Sub or by which any of their respective material properties or assets is bound or affected, or (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under or materially impair Parent or Merger Sub's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a material Encumbrance on any of the properties or assets of Parent or Merger Sub pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, concession, or other instrument or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective material properties or assets are bound or affected. 4.2.3 No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity or other Person is required to be obtained or made by Parent or Merger Sub in connection with the execution and delivery of this Agreement or the Escrow Agreement or the consummation of the Merger, except for the filing of (i) the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) a notification of the acquisition of control of an existing Canadian business under the Investment Canada Act and (iii) such other filings as may be necessary under the Securities Act or the securities or "blue sky" laws of any jurisdiction.
Appears in 1 contract
Authority; Non-Contravention. 4.2.1 (a) Each of Parent and Merger Sub have has all requisite corporate power and authority to enter into this Agreement and the Escrow Agreement and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery by Parent and Merger Sub of this Agreement and the Escrow Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby Merger have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, subject only to obtaining the adoption and approval of this Agreement and the Merger by Parent as the sole stockholder of Merger Sub Shareholder Approvals and the filing of the Delaware Certificate of Merger pursuant to Delaware Law and the Georgia Articles of Merger pursuant to Georgia Law. No The affirmative vote of the holders of a majority of the shares of the Parent Common Stock present, either in person or by proxy, and entitled to vote at the Parent Shareholders' Meeting, but in any case not less than 25.01% of the outstanding Parent Common Stock, is sufficient for Parent's shareholders (i) to approve the issuance of shares of Parent Common Stock pursuant to the Merger, and (ii) to amend Parent's Articles of Incorporation to increase the authorized number of shares of Parent Common Stock to 200 million shares (or such larger number as Parent deems appropriate in light of anticipated future issuances), and no other approval of any holder of any securities of Parent Company is required in connection with the consummation of the transactions contemplated herebyMerger. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement by the other PartiesCompany, constitutes the valid and binding obligations of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity. Assuming the due authorization, execution and delivery of the Escrow Agreement by the Company Stockholder Representative and the Escrow Agent, the Escrow Agreement, when executed and delivered by Parent and Merger Sub, will constitute the valid and binding obligations of Parent and Merger Sub, respectively, enforceable against Parent and Merger Sub in accordance with its their terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity.
4.2.2 (b) The execution and delivery of this Agreement and the Escrow Agreement by each of Parent and Merger Sub does not, and the performance of this Agreement and the Escrow Agreement by Parent and Merger Sub will not, (i) subject to obtaining the Parent Shareholder Approvals, conflict with or violate the Articles of Organization or By-Laws of Parent or the Certificate of Incorporation or By-Laws of Merger SubCharter Documents, (ii) subject to obtaining the Parent Shareholder Approvals and compliance with the requirements set forth in Section 4.2.3 below3.4(c), conflict with or violate any material Legal Requirement law, rule, regulation, order, judgment or decree applicable to Parent or Merger Sub or any other subsidiary of Parent or by which any of their respective material properties or assets is bound or affected, or (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under under, or materially impair Parent or Merger SubParent's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, ; or result in the creation of a material an Encumbrance on any of the properties or assets of Parent or Merger Sub or any other subsidiary of Parent pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, concession, concession or other instrument or obligation to which Parent or Merger Sub or any other subsidiary of Parent is a party or by which Parent or Merger Sub or any other subsidiary of Parent or any of their respective material properties or assets are bound or affected.
4.2.3 No consent, approvalexcept, order or authorization ofin the case of clauses (ii) and (iii), for such conflicts, violations, breaches, defaults, impairments, or registrationrights that, declaration individually or filing with in the aggregate, would not have a Material Adverse Effect on Parent or on the HostPro Business. Part 3.4(b) of the Parent Disclosure Letter list all consents, waivers and approvals under any Governmental Entity of Parent's or other Person is any of its subsidiaries' material agreements, contracts, licenses or leases required to be obtained or made by Parent or Merger Sub in connection with the execution and delivery of this Agreement or the Escrow Agreement or the consummation of the Mergertransactions contemplated hereby, except for which, individually or in the filing aggregate, if not obtained, would result in a material loss of (i) benefits to Parent or the Certificate of Merger with the Secretary of State Surviving Corporation as a result of the State of Delaware, (ii) a notification of the acquisition of control of an existing Canadian business under the Investment Canada Act and (iii) such other filings as may be necessary under the Securities Act or the securities or "blue sky" laws of any jurisdictionMerger.
Appears in 1 contract
Authority; Non-Contravention. 4.2.1 (a) Each of Parent and Merger Sub have has all requisite corporate power and authority to enter into this Agreement and the Escrow Agreement and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery by Parent and Merger Sub of this Agreement and the Escrow Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, subject only to the adoption and approval of this Agreement and the Merger by Parent as the sole stockholder of Merger Sub Stockholder Approvals and the filing of the Certificate of Merger pursuant to Delaware Law. No The affirmative vote of (i) the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders' Meeting is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock pursuant to the Merger, (ii) the holders of a majority of the outstanding shares of Parent Common Stock is sufficient for Parent's stockholders to amend Parent's Certificate of Incorporation to increased the authorized number of shares of Parent Common Stock in order to permit the issuance of shares of Parent Common Stock pursuant to the Merger, and (iii) the holders of at least a majority of the voting power of all of then outstanding shares of Parent Common Stock is sufficient to amend Parent's Bylaws to increase the authorized number of directors of Parent, and no other approval of any holder of any securities of Parent Company is required in connection with the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement by the other PartiesCompany, constitutes the valid and binding obligations of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity. Assuming the due authorization, execution and delivery of the Escrow Agreement by the Company Stockholder Representative and the Escrow Agent, the Escrow Agreement, when executed and delivered by Parent and Merger Sub, will constitute the valid and binding obligations of Parent and Merger Sub, respectively, enforceable against Parent and Merger Sub in accordance with its their terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity.
4.2.2 (b) The execution and delivery of this Agreement and the Escrow Agreement by each of Parent and Merger Sub does not, and the performance of this Agreement and the Escrow Agreement by Parent and Merger Sub will not, ,
(i) subject to obtaining the Parent Stockholder Approvals, conflict with or violate the Articles of Organization or By-Laws of Parent or the Certificate of Incorporation or By-Laws Bylaws of Parent or Merger Sub, (ii) subject to obtaining the Parent Stockholder Approvals and compliance with the requirements set forth in Section 4.2.3 below3.4(c), conflict with or violate any material Legal Requirement law, rule, regulation, order, judgment or decree applicable to Parent or Merger Sub or by which any of their respective material properties or assets is bound or affected, or (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under under, or materially impair Parent or Merger SubParent's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, ; or result in the creation of a material an Encumbrance on any of the properties or assets of Parent or Merger Sub pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, concession, franchise or other instrument or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective material properties or assets are bound or affected, except, in the case of clauses (ii) and (iii), for such conflicts, violations, breaches, defaults, impairments, or rights which, individually or in the aggregate, would not have a Material Adverse Effect on Parent. Part 3.4(b) of the Parent Disclosure Letter list all consents, waivers and approvals under any of Parent's or any of its subsidiaries' agreements, contracts, licenses or leases required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a material loss of benefits to Parent or the Surviving Corporation as a result of the Merger.
4.2.3 (c) No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity or other Person person is required to be obtained or made by Parent or Merger Sub in connection with the execution and delivery of this Agreement or the Escrow Agreement or the consummation of the Merger, except for (i) the filing of (i) the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) a notification the filing of the acquisition of control of an existing Canadian business under Proxy Statement/Prospectus and the Investment Canada Registration Statement with the SEC and a Schedule 13D with regard to the Voting Agreement in accordance with the Securities Act and the Exchange Act, and the effectiveness of the Registration Statement, (iii) such other consents, approvals, orders, authorizations, registrations, declarations and filings as may be necessary required under applicable federal, foreign and state securities (or related) laws and the Securities HSR Act or and the securities or "blue sky" antitrust laws of any jurisdictionforeign country, and (v) such other consents, authorizations, filings, approvals and registrations which if not obtained or made would not be material to Parent or the Surviving Corporation or have a material adverse effect on the ability of the parties hereto to consummate the Merger.
Appears in 1 contract
Authority; Non-Contravention. 4.2.1 Parent (a) Each of Acquirer, Acquirer Sub and Merger Sub have has all requisite corporate power and authority to enter into this Agreement and the Escrow Agreement other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery by Parent and Merger Sub of this Agreement and the Escrow Agreement other Transaction Documents to which Acquirer, Acquirer Sub or Merger Sub is a party and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby Transactions have been duly authorized by all necessary corporate action on the part of Parent Acquirer, Acquirer Sub and Merger Sub, subject only to the adoption and approval respectively. Each of this Agreement and the Merger by Parent as the sole stockholder of other Transaction Documents to which Acquirer, Acquirer Sub or Merger Sub and the filing of the Certificate of Merger pursuant to Delaware Law. No approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement a party has been duly executed and delivered by Parent each of Acquirer, Acquirer Sub and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement and such other Transaction Documents by the other Partiesparties hereto and thereto, constitutes the valid and binding obligations obligation of Parent Acquirer, Acquirer Sub and Merger Sub enforceable against Acquirer, Acquirer Sub and Merger Sub, enforceable against Parent and Merger Sub respectively, in accordance with its terms, except as enforceability may be limited by subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws Applicable Law affecting the rights of creditors generally and general principles (ii) rules of equity. Assuming the due authorizationlaw governing specific performance, execution and delivery of the Escrow Agreement by the Company Stockholder Representative and the Escrow Agent, the Escrow Agreement, when executed and delivered by Parent and Merger Sub, will constitute the valid and binding obligations of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except as enforceability may be limited by bankruptcy injunctive relief and other similar laws affecting the rights of creditors generally and general principles of equityequitable remedies.
4.2.2 (b) The execution and delivery of this Agreement and the Escrow Agreement by Parent and Merger Sub does not, and the performance each of this Agreement and the Escrow Agreement by Parent and Merger Sub will not, (i) conflict with or violate the Articles of Organization or By-Laws of Parent or the Certificate of Incorporation or By-Laws of Merger Sub, (ii) subject to compliance with the requirements set forth in Section 4.2.3 below, conflict with or violate any material Legal Requirement applicable to Parent or Merger Sub or by which any of their respective material properties or assets is bound or affected, or (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under or materially impair Parent or Merger Sub's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a material Encumbrance on any of the properties or assets of Parent or Merger Sub pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, concession, or other instrument or obligation Transaction Documents to which Parent Acquirer, Acquirer Sub or Merger Sub is a party by Acquirer, Acquirer Sub and Merger Sub, respectively, do not, and the consummation of the Transactions will not, conflict with, or by which Parent 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 a benefit under, or require any consent, approval or waiver from any Person pursuant to, (i) any provision of the articles or certificate of incorporation, as applicable, or bylaws or other equivalent organizational or governing documents of Acquirer, Acquirer Sub and Merger Sub, in each case as amended to date or (ii) Applicable Law, except where such conflict, violation, default, termination, cancellation or acceleration, individually or in the aggregate, would not be material to Acquirer’s, Acquirer’s Sub or Merger Sub Sub’s ability to consummate the Merger or any of to perform their respective material properties obligations under this Agreement or assets are bound or affectedthe other Transaction Documents.
4.2.3 No (c) Except as required by applicable federal and state securities laws, no consent, approval, order or authorization of, or registration, declaration or filing with with, any Governmental Entity or any other Person is required by or with respect to be obtained or made by Parent Acquirer, Acquirer Sub or Merger Sub in connection with the execution and delivery of this Agreement or the Escrow Agreement any other Transaction Document that Acquirer, Acquirer Sub or Merger Sub is a party to or the consummation of the MergerTransactions that, except for if not obtained or made, would reasonably be expected to adversely affect the filing ability of (i) Acquirer, Acquirer Sub or Merger Sub to consummate the Certificate of Merger with the Secretary of State or any of the State of Delaware, (ii) a notification of the acquisition of control of an existing Canadian business under the Investment Canada Act and (iii) such other filings as may be necessary under the Securities Act or the securities or "blue sky" laws of any jurisdictionTransactions.
Appears in 1 contract
Sources: Merger Agreement (Applovin Corp)
Authority; Non-Contravention. 4.2.1 Parent and Merger Sub have (a) The Principal Stockholder has all requisite corporate power and authority (including all requisite power and authority as a corporation or other entity) to enter into this Agreement and the Escrow Agreement and to consummate the transactions contemplated hereby and thereby. The If the Principal Stockholder is not a natural person, the execution and delivery by Parent and Merger Sub of this Agreement and the Escrow Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Parent the Principal Stockholder (including authorization by the board of directors or other managing body and Merger Sub, subject only to by the adoption and approval of this Agreement and the Merger by Parent as the sole stockholder of Merger Sub and the filing stockholders or other securityholders of the Certificate of Merger pursuant to Delaware Law. No approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated herebyPrincipal Stockholder). This Agreement has been duly executed and delivered by Parent and Merger Sub the Principal Stockholder and, assuming the due authorization, execution and delivery of this Agreement by Parent, each Merger Sub, the Company, the Stockholder Representative and the other PartiesPrincipal Stockholders, constitutes the valid and binding obligations obligation of Parent and Merger Subthe Principal Stockholder, enforceable against Parent and Merger Sub the Principal Stockholder in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity. Assuming the due authorization, execution and delivery of the Escrow Agreement by Parent, each Merger Sub, the Company Stockholder Representative and the Escrow Agent, the Escrow Agreement, when executed and delivered by Parent and Merger Subthe Stockholder Representative on behalf of the Principal Stockholder, will constitute the valid and binding obligations obligation of Parent and Merger Subthe Principal Stockholder, enforceable against Parent and Merger Sub the Principal Stockholder in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity.
4.2.2 (b) The execution and delivery of this Agreement and the Escrow Agreement by Parent and Merger Sub or on behalf of the Principal Stockholder does not, and the performance of this Agreement and the Escrow Agreement by Parent and Merger Sub or on behalf of the Principal Stockholder will not, (i) if the Principal Stockholder is not a natural person, conflict with or violate the Articles certificate of Organization incorporation, by-laws or By-Laws other organizational documents of Parent or the Certificate of Incorporation or By-Laws of Merger SubPrincipal Stockholder, (ii) subject to compliance with the requirements set forth in Section 4.2.3 below, conflict with or violate any material Legal Requirement applicable to Parent or Merger Sub the Principal Stockholder or by which the Principal Stockholder or any of their respective material its properties or assets is bound or affected, or (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under or materially impair Parent or Merger Sub's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a material an Encumbrance on any of the properties or assets securities of Parent or Merger Sub any Target Company pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, concession, or other instrument or obligation Contract to which Parent or Merger Sub the Principal Stockholder is a party or by which Parent or Merger Sub the Principal Stockholder or any of their respective material its properties or assets are is bound or affected. No consent, waiver or approval of any Person, nor any notice to any Person, is required to be obtained or made under any Contract to which the Principal Stockholder is a party or by which the Principal Stockholder or any of its properties or assets is bound or affected in connection with the execution and delivery by or on behalf of the Principal Stockholder of this Agreement or the Escrow Agreement or the performance of this Agreement or the Escrow Agreement by or on behalf of the Principal Stockholder.
4.2.3 (c) No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity or other Person Person, is required to be obtained or made by Parent or Merger Sub the Principal Stockholder in connection with the execution and delivery by or on behalf of the Principal Stockholder of this Agreement or the Escrow Agreement or the consummation performance of this Agreement or the Escrow Agreement by or on behalf of the Merger, except for the filing of (i) the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) a notification of the acquisition of control of an existing Canadian business under the Investment Canada Act and (iii) such other filings as may be necessary under the Securities Act or the securities or "blue sky" laws of any jurisdictionPrincipal Stockholder.
Appears in 1 contract
Authority; Non-Contravention. 4.2.1 Parent and Merger Sub have (a) Subject to obtaining Jiff Stockholder Approval, Jiff has all requisite corporate power and authority to enter into this Agreement and the Escrow Agreement other Jiff Transaction Documents and to consummate the transactions contemplated hereby and therebyTransactions. The Subject to obtaining Jiff Stockholder Approval, the execution and delivery by Parent and Merger Sub of this Agreement and the Escrow Agreement other Jiff Transaction Documents and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby Transactions have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, subject only to the adoption and approval of this Agreement and the Merger by Parent as the sole stockholder of Merger Sub and the filing of the Certificate of Merger pursuant to Delaware LawJiff. No approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement Each Transaction Document has been duly executed and delivered by Parent and Merger Sub Jiff and, assuming the due authorization, execution and delivery of this Agreement such Transaction Document by the other Partiesparties hereto, constitutes the valid and binding obligations obligation of Parent and Merger Sub, Jiff enforceable against Parent and Merger Sub Jiff in accordance with its termsterms subject only to the effect, except as enforceability may be limited by if any, of (i) applicable bankruptcy and other similar laws Applicable Law affecting the rights of creditors generally and general principles (ii) rules of equitylaw governing specific performance, injunctive relief and other equitable remedies. Assuming The Jiff Board, by resolutions duly adopted (and not thereafter modified or rescinded) by the due authorization, execution and delivery unanimous vote of the Escrow Jiff Board, has (i) declared that this Agreement by the Company Stockholder Representative and the Escrow AgentTransactions, including the Escrow AgreementMerger, when executed upon the terms and delivered by Parent subject to the conditions set forth herein, advisable, fair to and Merger Subin the best interests of Jiff and Jiff Stockholders, will constitute the valid and binding obligations of Parent and Merger Sub, enforceable against Parent and Merger Sub (ii) approved this Agreement in accordance with its termsApplicable Law and (iii) directed that the adoption of this Agreement and approval of the principal terms of the Merger be submitted to Jiff Stockholders for consideration and recommended that all of Jiff Stockholders adopt this Agreement and approve the Merger. The affirmative votes of (i) the holders of a majority of the outstanding shares of Jiff Common Stock, except Jiff Preferred Stock and Jiff Starter Stock (voting together as enforceability may be limited by bankruptcy a single voting class on an as-converted to Jiff Common Stock basis) and other similar laws affecting (ii) the rights holders of creditors generally at least two-thirds of the outstanding shares of Jiff Preferred Stock and general principles Jiff Starter Stock (voting together as a single voting class on an as-converted to Jiff Common Stock basis) are the only votes of equitythe holders of Jiff Capital Stock necessary to adopt this Agreement and approve the principal terms of the Merger under the DGCL, the Certificate of Incorporation and the Bylaws, each as in effect at the time of such adoption and approval (collectively, the “Jiff Stockholder Approval”).
4.2.2 (b) The execution and delivery of this Agreement and the Escrow Agreement other Jiff Transaction Documents, by Parent and Merger Sub Jiff does not, and the performance consummation of this Agreement and the Escrow Agreement by Parent and Merger Sub Transactions will not, (i) conflict with or violate the Articles of Organization or By-Laws of Parent or the Certificate of Incorporation or By-Laws of Merger Sub, (ii) subject to compliance with the requirements set forth in Section 4.2.3 below, conflict with or violate any material Legal Requirement applicable to Parent or Merger Sub or by which any of their respective material properties or assets is bound or affected, or (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under or materially impair Parent or Merger Sub's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a material any Encumbrance on any of the properties or material assets of Parent Jiff, or Merger Sub to the knowledge of Jiff (without inquiry or investigation of any third parties), any of the shares of Jiff 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 material obligation or loss of any material benefit under, or require any consent, approval or waiver from any Person pursuant to, (A) any material noteprovision of the Certificate of Incorporation, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, concession, the Bylaws or other instrument equivalent organizational or obligation governing documents of Jiff, in each case as amended to which Parent date, (B) any Material Contract or Merger Sub is a party or by which Parent or Merger Sub or (C) any of their respective material properties or assets are bound or affectedApplicable Law.
4.2.3 (c) No consent, approval, order Order or authorization of, or registration, declaration or filing with with, or notice to, any Governmental Entity or any other Person is required by or with respect to be obtained or made by Parent or Merger Sub Jiff in connection with the execution and delivery of this Agreement or the Escrow Agreement any other Jiff Transaction Document or the consummation of the MergerTransactions, except for the filing of (i) the filing of the Certificate of Merger with the Secretary of State of the State of DelawareMerger, as provided in Section 1.1(d), (ii) a notification such filings and notifications as may be required to be made by Jiff in connection with the Merger and the other Transactions under the HSR Act and other applicable Antitrust Laws and the expiration or early termination of the acquisition of control of an existing Canadian business applicable waiting period under the Investment Canada HSR Act and other applicable Antitrust Laws, and (iii) such other consents, approvals, Orders, authorizations, registrations, declarations, filings as may and notices that, if not obtained or made, would not adversely affect, and would not reasonably be necessary under expected to adversely affect, Jiff’s ability to perform or comply with the Securities Act covenants, agreements or obligations of Jiff herein or in any other Jiff Transaction Document or to consummate the Transactions in accordance with this Agreement or any other Jiff Transaction Document and Applicable Law.
(d) Jiff, the Jiff Board and Jiff 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 organizational or governing documents of Jiff will not be applicable to any of Castlight, Jiff or the securities Surviving Entity, or "blue sky" laws to the execution, delivery, or performance of any jurisdictionthis Agreement or the Stockholder Agreement, or to the Transactions, Jiff Stockholder Approval or the Requisite Stockholder Approval.
Appears in 1 contract
Authority; Non-Contravention. 4.2.1 (a) Each of Parent and Merger Sub have has all requisite corporate power and authority to enter into this Agreement and the Escrow Agreement and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery by Parent and Merger Sub of this Agreement and the Escrow Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, subject only to the adoption and approval of this Agreement and the Merger by Parent as the sole stockholder of Merger Sub Stockholder Approvals and the filing of the Certificate of Merger pursuant to Delaware Law. No The affirmative vote of (i) the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders' Meeting is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock pursuant to the Merger, (ii) the holders of a majority of the outstanding shares of Parent Common Stock is sufficient for Parent's stockholders to amend Parent's Certificate of Incorporation to increased the authorized number of shares of Parent Common Stock in order to permit the issuance of shares of Parent Common Stock pursuant to the Merger, and (iii) the holders of at least a majority of the voting power of all of then outstanding shares of Parent Common Stock is sufficient to amend Parent's Bylaws to increase the authorized number of directors of Parent, and no other approval of any holder of any securities of Parent Company is required in connection with the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement by the other PartiesCompany, constitutes the valid and binding obligations of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity. Assuming the due authorization, execution and delivery of the Escrow Agreement by the Company Stockholder Representative and the Escrow Agent, the Escrow Agreement, when executed and delivered by Parent and Merger Sub, will constitute the valid and binding obligations of Parent and Merger Sub, respectively, enforceable against Parent and Merger Sub in accordance with its their terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity.
4.2.2 (b) The execution and delivery of this Agreement and the Escrow Agreement by each of Parent and Merger Sub does not, and the performance of this Agreement and the Escrow Agreement by Parent and Merger Sub will not, (i) subject to obtaining the Parent Stockholder Approvals, conflict with or violate the Articles of Organization or By-Laws of Parent or the Certificate of Incorporation or By-Laws Bylaws of Parent or Merger Sub, (ii) subject to obtaining the Parent Stockholder Approvals and compliance with the requirements set forth in Section 4.2.3 below3.4(c), conflict with or violate any material Legal Requirement law, rule, regulation, order, judgment or decree applicable to Parent or Merger Sub or by which any of their respective material properties or assets is bound or affected, or (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under under, or materially impair Parent or Merger SubParent's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, ; or result in the creation of a material an Encumbrance on any of the properties or assets of Parent or Merger Sub pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, concession, franchise or other instrument or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective material properties or assets are bound or affected, except, in the case of clauses (ii) and (iii), for such conflicts, violations, breaches, defaults, impairments, or rights which, individually or in the aggregate, would not have a Material Adverse Effect on Parent. Part 3.4(b) of the Parent Disclosure Letter list all consents, waivers and approvals under any of Parent's or any of its subsidiaries' agreements, contracts, licenses or leases required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a material loss of benefits to Parent or the Surviving Corporation as a result of the Merger.
4.2.3 (c) No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity or other Person person is required to be obtained or made by Parent or Merger Sub in connection with the execution and delivery of this Agreement or the Escrow Agreement or the consummation of the Merger, except for (i) the filing of (i) the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) a notification the filing of the acquisition of control of an existing Canadian business under Proxy Statement/Prospectus and the Investment Canada Registration Statement with the SEC and a Schedule 13D with regard to the Voting Agreement in accordance with the Securities Act and the Exchange Act, and the effectiveness of the Registration Statement, (iii) such other consents, approvals, orders, authorizations, registrations, declarations and filings as may be necessary required under applicable federal, foreign and state securities (or related) laws and the Securities HSR Act or and the securities or "blue sky" antitrust laws of any jurisdictionforeign country, and (v) such other consents, authorizations, filings, approvals and registrations which if not obtained or made would not be material to Parent or the Surviving Corporation or have a material adverse effect on the ability of the parties hereto to consummate the Merger.
Appears in 1 contract
Sources: Merger Agreement (Verisign Inc/Ca)
Authority; Non-Contravention. 4.2.1 Parent The board of directors of PBiz has approved the Merger and Merger Sub have all this Agreement. PBiz has the requisite corporate power and authority to enter into this Agreement and the Escrow Agreement and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery by Parent and Merger Sub of this Agreement and the Escrow Agreement by PBiz and the consummation by Parent and Merger Sub PBiz of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Parent and Merger SubPBiz, subject only to approval by the adoption and approval of this Agreement and the Merger by Parent as the sole stockholder of Merger Sub and the filing of the Certificate of Merger pursuant to Delaware Law. No approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated herebyPBiz shareholders. This Agreement has and other agreements and documents executed by PBiz and its Affiliates in connection herewith have been duly and validly executed and delivered by Parent PBiz and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement by the other Parties, constitutes the constitute valid and binding obligations of Parent and Merger SubPBiz, enforceable against Parent and Merger Sub PBiz in accordance with its their respective terms, except as that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions now or hereafter in effect relating to creditors' rights generally, (ii) the remedy of specific performance and injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, and (iii) the enforceability of any indemnification provision contained herein may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equityapplicable federal or state securities laws. Assuming the due authorization, execution and delivery of the Escrow Agreement by the Company Stockholder Representative and the Escrow Agent, the Escrow Agreement, when executed and delivered by Parent and Merger Sub, will constitute the valid and binding obligations of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity.
4.2.2 The execution and delivery of this Agreement and the Escrow Agreement by Parent and Merger Sub does not, and the performance of this Agreement and the Escrow Agreement by Parent and Merger Sub will not, (i) conflict with or violate the Articles of Organization or By-Laws of Parent or the Certificate of Incorporation or By-Laws of Merger Sub, (ii) subject to compliance with the requirements set forth in Section 4.2.3 below, conflict with or violate any material Legal Requirement applicable to Parent or Merger Sub or by which any of their respective material properties or assets is bound or affected, or (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under or materially impair Parent or Merger Sub's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a material Encumbrance on any of the properties or assets of Parent or Merger Sub pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, concession, or other instrument or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective material properties or assets are bound or affected.
4.2.3 No consent, approval, order or authorization of, or registration, declaration or filing with with, any Governmental Entity governmental entity or other Person is required by or with respect to be obtained PBiz or made by Parent or Merger Sub any of its Subsidiaries in connection with the execution and delivery of this Agreement or the Escrow Agreement by PBiz or the consummation by PBiz of the Mergertransactions contemplated hereby, except for the filing of (i) the Certificate of Merger filing with the Secretary of State Securities and Exchange Commission (the "SEC") of the State of DelawareProxy Statement, and (ii) a notification of the acquisition of control of an existing Canadian business under the Investment Canada Act PBiz Shareholder Approval, and (iii) such other consents, approvals, orders, authorizations, registrations, declarations and filings as may be necessary required under the Securities Act or the securities "takeover" or "blue sky" laws of any jurisdictionvarious states and such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on PBiz.
Appears in 1 contract
Authority; Non-Contravention. 4.2.1 (a) When the Board of Directors of Parent approves this Agreement and Merger Sub the transactions contemplated hereby, Parent will have all the requisite corporate power and authority to enter into this Agreement and to consummate the Escrow transactions contemplated hereby. When the Board of Directors of Parent approves this Agreement and the transactions contemplated hereby, execution and delivery of this Agreement by Parent and consummation by Parent of the transactions contemplated hereby will be duly authorized by all necessary corporate action on the part of Parent. This Agreement has been duly executed and delivered by and (assuming this Agreement is approved by the Board of Directors of Parent, is a valid and binding obligation of the Company) constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms (subject in each case to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors' rights generally, and to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought).
(b) Notwithstanding subparagraph (a) above of this Section 4.02, except with regard to the issuance of Parent Common Stock as contemplated by this Agreement (which requires approval of the Board of Directors of Parent), the Executive Committee of Parent has approved this Agreement and the transactions contemplated hereby, and the Executive Committee is authorized to cause Parent to enter into this Agreement and to consummate the transactions contemplated hereby and thereby(except with respect to the issuance of Parent Common Stock). The Based upon such Executive Committee approval, the execution and delivery of this Agreement by Parent and Merger Sub of this Agreement and the Escrow Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby have has been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, subject only (other than with respect to the adoption and approval of this Agreement and the Merger by Parent as the sole stockholder of Merger Sub and the filing of the Certificate of Merger pursuant to Delaware Law. No approval of any holder of any securities issuance of Parent is required in connection with the consummation of the transactions contemplated herebyCommon Stock). This Based upon such Executive Committee approval, this Agreement has been duly executed and delivered by Parent and Merger Sub and, (assuming the due authorization, execution and delivery of this Agreement by the other Parties, constitutes the is a valid and binding obligations obligation of the Company) constitutes a valid and binding obligation of Parent and Merger Sub(other than with respect to the issuance of Parent Common Stock), enforceable against Parent and Merger Sub in accordance with its termsterms (subject in each case to the effect of any applicable bankruptcy, except as enforceability may be limited by bankruptcy and other reorganization, insolvency, moratorium or similar laws affecting the creditors' rights of creditors generally generally, and to general principles of equity. Assuming equity and the due authorization, execution and delivery discretion of the Escrow Agreement by the Company Stockholder Representative and the Escrow Agent, the Escrow Agreement, when executed and delivered by Parent and Merger Sub, will constitute the valid and binding obligations of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except as enforceability court before which any proceedings for injunctive relief or specific performance may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equitybrought).
4.2.2 The execution and delivery of this Agreement and the Escrow Agreement by Parent and Merger Sub does not, and the performance of this Agreement and the Escrow Agreement by Parent and Merger Sub will not, (ic) conflict with or violate the Articles of Organization or By-Laws of Parent or the Certificate of Incorporation or By-Laws of Merger Sub, (ii) subject to compliance with the requirements set forth in Section 4.2.3 below, conflict with or violate any material Legal Requirement applicable to Parent or Merger Sub or by which any of their respective material properties or assets is bound or affected, or (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under or materially impair Parent or Merger Sub's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a material Encumbrance on any of the properties or assets of Parent or Merger Sub pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, concession, or other instrument or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective material properties or assets are bound or affected.
4.2.3 No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity or other Person third party is required by or with respect to be obtained or made by Parent or Merger Sub in connection with the execution and delivery of this Agreement by Parent or the Escrow Agreement or the consummation by Parent of the Mergertransactions contemplated hereby, except for the filing of for
(i) filing of a pre-merger notification and report form under the Certificate HSR Act;
(ii) filing with the SEC of (A) the Form S-4 (as hereinafter defined) and (B) such reports under the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereby;
(iii) filing of the Certificates of Merger with the Secretary of State of the State of DelawareDelaware and appropriate documents with authorities of other states in which Parent or the Company is qualified to do business;
(iv) the notices and approvals required pursuant to the terms of the Joint Operating Agreement;
(v) the notices and approvals required by the Thai Government with respect to the transactions contemplated hereby;
(vi) such other consents, approvals, orders, authorizations, registrations, declarations, filing and notices as stated in Parent Disclosure Schedule 4.02(c).
(d) The execution and delivery of this Agreement by Parent does not (and consummations of the transactions contemplated hereby will not)
(i) conflict with or violate the certificate of incorporation or bylaws of Parent, or any resolution adopted by the Board of Directors of Parent; or
(ii) a notification of subject to the acquisition of control of an existing Canadian business under the Investment Canada Act governmental filings and other matters referred to in paragraph (iiic) such other filings as may be necessary under the Securities Act below, violate in any material respect any judgment, order, statute, law, rule or the securities or "blue sky" laws of any jurisdictionregulation applicable to Parent.
Appears in 1 contract
Authority; Non-Contravention. 4.2.1 (a) Each of Parent and Merger Sub have has all requisite corporate power and authority to enter into this Agreement and the Escrow Agreement and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery by Parent and Merger Sub of this Agreement and the Escrow Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, subject only to the adoption and approval of this Agreement and the Merger by 1-21 Parent as the sole stockholder of Merger Sub Stockholder Approvals and the filing of the Certificate of Merger pursuant to Delaware Law. No The affirmative vote of (i) the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders' Meeting is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock pursuant to the Merger, (ii) the holders of a majority of the outstanding shares of Parent Common Stock is sufficient for Parent's stockholders to amend Parent's Certificate of Incorporation to increased the authorized number of shares of Parent Common Stock in order to permit the issuance of shares of Parent Common Stock pursuant to the Merger, and (iii) the holders of at least a majority of the voting power of all of then outstanding shares of Parent Common Stock is sufficient to amend Parent's Bylaws to increase the authorized number of directors of Parent, and no other approval of any holder of any securities of Parent Company is required in connection with the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement by the other PartiesCompany, constitutes the valid and binding obligations of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity. Assuming the due authorization, execution and delivery of the Escrow Agreement by the Company Stockholder Representative and the Escrow Agent, the Escrow Agreement, when executed and delivered by Parent and Merger Sub, will constitute the valid and binding obligations of Parent and Merger Sub, respectively, enforceable against Parent and Merger Sub in accordance with its their terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity.
4.2.2 (b) The execution and delivery of this Agreement and the Escrow Agreement by each of Parent and Merger Sub does not, and the performance of this Agreement and the Escrow Agreement by Parent and Merger Sub will not, (i) subject to obtaining the Parent Stockholder Approvals, conflict with or violate the Articles of Organization or By-Laws of Parent or the Certificate of Incorporation or By-Laws Bylaws of Parent or Merger Sub, (ii) subject to obtaining the Parent Stockholder Approvals and compliance with the requirements set forth in Section 4.2.3 below3.4(c), conflict with or violate any material Legal Requirement law, rule, regulation, order, judgment or decree applicable to Parent or Merger Sub or by which any of their respective material properties or assets is bound or affected, or (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under under, or materially impair Parent or Merger SubParent's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, ; or result in the creation of a material an Encumbrance on any of the properties or assets of Parent or Merger Sub pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, concession, franchise or other instrument or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective material properties or assets are bound or affected, except, in the case of clauses (ii) and (iii), for such conflicts, violations, breaches, defaults, impairments, or rights which, individually or in the aggregate, would not have a Material Adverse Effect on Parent. Part 3.4(b) of the Parent Disclosure Letter list all consents, waivers and approvals under any of Parent's or any of its subsidiaries' agreements, contracts, licenses or leases required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a material loss of benefits to Parent or the Surviving Corporation as a result of the Merger.
4.2.3 (c) No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity or other Person person is required to be obtained or made by Parent or Merger Sub in connection with the execution and delivery of this Agreement or the Escrow Agreement or the consummation of the Merger, except for (i) the filing of (i) the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) a notification the filing of the acquisition of control of an existing Canadian business under Proxy Statement/Prospectus and the Investment Canada Registration Statement with the SEC and a Schedule 13D with regard to the Voting Agreement in accordance with the Securities Act and the Exchange Act, and the effectiveness of the Registration Statement, (iii) such other consents, approvals, orders, authorizations, registrations, declarations and filings as may be necessary required under applicable federal, foreign and state securities (or related) laws and the Securities HSR Act or and the securities or "blue sky" antitrust laws of any jurisdictionforeign country, and (v) such other consents, authorizations, filings, approvals and registrations which if not obtained or made would not be material to Parent or the Surviving Corporation or have a material adverse effect on the ability of the parties hereto to consummate the Merger.
Appears in 1 contract
Sources: Merger Agreement (Verisign Inc/Ca)
Authority; Non-Contravention. 4.2.1 Parent and Merger Sub have (a) The Principal Stockholder has all requisite corporate power and authority (including all requisite power and authority as a corporation or other entity) to enter into this Agreement and the Escrow Agreement and to consummate the transactions contemplated hereby and thereby. The If the Principal Stockholder is not a natural person, the execution and delivery by Parent and Merger Sub of this Agreement and the Escrow Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Parent the Principal Stockholder (including authorization by the board of directors or other managing body and Merger Sub, subject only to by the adoption and approval of this Agreement and the Merger by Parent as the sole stockholder of Merger Sub and the filing stockholders or other securityholders of the Certificate of Merger pursuant to Delaware Law. No approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated herebyPrincipal Stockholder). This Agreement has been duly executed and delivered by Parent and Merger Sub the Principal Stockholder and, assuming the due authorization, execution and delivery of this Agreement by Parent, Merger Sub, the Company, the Stockholder Representative and the other PartiesPrincipal Stockholders, constitutes the valid and binding obligations obligation of Parent and Merger Subthe Principal Stockholder, enforceable against Parent and Merger Sub the Principal Stockholder in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity. Assuming the due authorization, execution and delivery of the Escrow Agreement by Parent, Merger Sub, the Company Stockholder Representative and the Escrow Agent, the Escrow Agreement, when executed and delivered by Parent and Merger Subthe Stockholder Representative on behalf of the Principal Stockholder, will constitute the valid and binding obligations obligation of Parent and Merger Subthe Principal Stockholder, enforceable against Parent and Merger Sub the Principal Stockholder in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity.
4.2.2 (b) The execution and delivery of this Agreement and the Escrow Agreement by Parent and Merger Sub or on behalf of the Principal Stockholder does not, and the performance of this Agreement and the Escrow Agreement by Parent and Merger Sub or on behalf of the Principal Stockholder will not, (i) if the Principal Stockholder is not a natural person, conflict with or violate the Articles certificate of Organization incorporation, by-laws or By-Laws other organizational documents of Parent or the Certificate of Incorporation or By-Laws of Merger SubPrincipal Stockholder, (ii) subject to compliance with the requirements set forth in Section 4.2.3 below, conflict with or violate any material Legal Requirement applicable to Parent or Merger Sub the Principal Stockholder or by which the Principal Stockholder or any of their respective material its properties or assets is bound or affected, or (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under or materially impair Parent or Merger Sub's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a material an Encumbrance on any of the properties or assets securities of Parent or Merger Sub any Target Company pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, concession, or other instrument or obligation Contract to which Parent or Merger Sub the Principal Stockholder is a party or by which Parent or Merger Sub the Principal Stockholder or any of their respective material its properties or assets are is bound or affected. No consent, waiver or approval of any Person, nor any notice to any Person, is required to be obtained or made under any Contract to which the Principal Stockholder is a party or by which the Principal Stockholder or any of its properties or assets is bound or affected in connection with the execution and delivery by or on behalf of the Principal Stockholder of this Agreement or the Escrow Agreement or the performance of this Agreement or the Escrow Agreement by or on behalf of the Principal Stockholder.
4.2.3 (c) No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity or other Person Person, is required to be obtained or made by Parent or Merger Sub the Principal Stockholder in connection with the execution and delivery by or on behalf of the Principal Stockholder of this Agreement or the Escrow Agreement or the consummation performance of this Agreement or the Escrow Agreement by or on behalf of the Merger, except for the filing of (i) the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) a notification of the acquisition of control of an existing Canadian business under the Investment Canada Act and (iii) such other filings as may be necessary under the Securities Act or the securities or "blue sky" laws of any jurisdictionPrincipal Stockholder.
Appears in 1 contract
Authority; Non-Contravention. 4.2.1 (a) Each of Parent and Merger Sub have has all requisite corporate power and authority to enter into this Agreement and Agreement, the Escrow Voting Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Parent and Merger Sub of this Agreement and Agreement, the Escrow Voting Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, subject only to the adoption and approval of this . This Agreement and the Merger by Parent as the sole stockholder of Merger Sub and the filing of the Certificate of Merger pursuant to Delaware Law. No approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Voting Agreement has have been duly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement by the other PartiesCompany, constitutes the valid and binding obligations of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity. Assuming the due authorization, execution and delivery of the Escrow Agreement by the Company Stockholder Representative and the Escrow Agent, the Escrow Agreement, when executed and delivered by Parent and Merger Sub, will constitute the valid and binding obligations of Parent and Merger Sub, Sub enforceable against Parent and Merger Sub in accordance with its their terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity.
4.2.2 (b) The execution and delivery of this Agreement, the Voting Agreement and the Escrow Agreement consummation of the transactions contemplated hereby and thereby by Parent and Merger Sub does not, and the performance each of this Agreement and the Escrow Agreement by Parent and Merger Sub will not, (i) conflict with not result in any violation pursuant to any provision of the respective articles or violate the Articles certificates of Organization incorporation or By-Laws bylaws of Parent or Merger Sub or, except as to which requisite waivers or consents have been obtained and assuming the Certificate consents, approvals, authorizations or permits and filings or notifications referred to in paragraph (c) of Incorporation this Section 4.2 are duly and timely obtained or By-Laws made and the Stockholder Approval has been obtained, will not result in any violation of Merger Subany loan or credit agreement, (ii) subject to compliance with the requirements set forth in Section 4.2.3 belownote, conflict with mortgage, indenture, lease, or violate any material Legal Requirement other agreement, obligation, instrument, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Parent or Merger Sub or by which any of their respective material properties or assets is bound or affected, or (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under or materially impair Parent or Merger Sub's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a material Encumbrance on any of the properties or assets of Parent or Merger Sub pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, concession, or other instrument or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective material properties or assets are bound or affectedassets.
4.2.3 (c) No consent, approval, order or authorization of, or registration, declaration or filing with with, notice to, or permit from any Governmental Entity or other Person Entity, is required by or with respect to be obtained or made by Parent or Merger Sub in connection with the execution and delivery of this Agreement or and the Escrow Voting Agreement by each of Parent and Merger Sub or the consummation by each of Parent or Merger Sub of the Mergertransactions contemplated hereby, except for the filing of (i) the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) a notification of the acquisition of control of an existing Canadian business under the Investment Canada Act and (iii) such other filings as may be necessary under the Securities Act or the securities or "blue sky" laws of any jurisdiction.
Appears in 1 contract
Sources: Merger Agreement (McLaren Performance Technologies Inc)
Authority; Non-Contravention. 4.2.1 (a) Parent and Merger Sub have has all requisite corporate power and authority to enter into this Agreement and the Escrow Agreement and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery by Parent and Merger Sub of this Agreement and the Escrow Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Parent and Merger SubParent, subject only to the adoption and approval of this Agreement and the Merger Parent Proposals 41 (as defined in Section 5.3) by Parent as the sole stockholder of Merger Sub Parent's stockholders and the filing of the Certificate Articles of Merger pursuant to Georgia Law. A vote of the holders of a majority of the outstanding shares of Parent Common Stock is sufficient for Parent's stockholders to approve the Parent Proposals. Stockholders of the Company that have executed Parent Voting Agreements represent sufficient voting power to approve the Parent Proposals under the Parent Charter Documents and Delaware Law. No approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and and/or Merger Sub and, assuming the due authorizationSub, execution and delivery of this Agreement by the other PartiesCompany, constitutes the constitute a valid and binding obligations obligation of Parent and and/or Merger Sub, enforceable against Parent and and/or Merger Sub in accordance with its their respective terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity. Assuming the due authorization, execution and delivery of the Escrow Agreement by the Company Stockholder Representative and the Escrow Agent, the Escrow Agreement, when executed and delivered by Parent and Merger Sub, will constitute the valid and binding obligations of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity.
4.2.2 The execution and delivery of this Agreement and the Escrow Agreement by Parent and Merger Sub does do not, and the performance of this Agreement and the Escrow Agreement by Parent and Merger Sub will not, (i) subject to filing an amendment to Parent's Certificate of Incorporation to increase the number of authorized shares of Parent Common Stock and Preferred Stock of Parent and to change Parent's corporate name, conflict with or violate the Articles of Organization or By-Laws of Parent or the Certificate of Incorporation or By-Laws of Merger Sub, Charter Documents; (ii) subject to obtaining the approval of the issuance of the shares of Parent Common Stock pursuant to the Merger by Parent's stockholders as contemplated in Section 5.3 and compliance with the requirements set forth in Section 4.2.3 3.4(b) below, conflict with or violate any material Legal Requirement law, rule, regulation, order, judgment or decree applicable to Parent or Merger Sub any of its subsidiaries or by which Parent or any of its subsidiaries or any of their respective material properties or assets is are bound or affected, ; or (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under under, or materially impair Parent or Merger SubParent's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a material lien or Encumbrance on any of the material properties or assets of Parent or Merger Sub any of its subsidiaries pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, concession, or other instrument or obligation to which Parent or Merger Sub any of its subsidiaries is a party or by which Parent or Merger Sub any of its subsidiaries or its or any of their respective material properties or assets are bound or affected.
4.2.3 (b) No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity or other Person Entity, is required to be obtained or made by Parent or Merger Sub in connection with the execution and delivery of this Agreement or the Escrow Agreement or the consummation of the Merger, except for the filing of (i) the Certificate filing of the Articles of Merger with the Secretary of State of the State of Delaware, Georgia; (ii) a notification the filing of the acquisition Registration Statement and the Prospectus/Proxy Statement in accordance with the Securities Act and the Exchange Act, respectively; (iii) filing an amendment to Parent's Certificate of control Incorporation to increase the number of authorized shares of Parent Common Stock and Preferred Stock of Parent, (iv) filing an existing Canadian business amendment to Parent's Certificate of Incorporation to change Parent's corporate name (subject to and conditional upon effectiveness of the Merger); (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or related) laws and the HSR Act, and the securities or antitrust laws of any foreign country; and (vi) such other consents, authorizations, filings, approvals and registrations which if not obtained or made would not be material to Parent or have a material adverse effect on the ability of the parties hereto to consummate the Merger. 42 3.5 SEC Filings; Parent Financial Statements
(a) Parent has filed all forms, reports and documents required to be filed by Parent with the SEC since January 1, 1999 and has made available to the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof) filed with the SEC as of the date of this Agreement are referred to herein as the "PARENT SEC REPORTS"). As of their respective dates (or, if amended, as of the repurchase dates of such amendments), Parent SEC Reports (i) were prepared in accordance and complied as to form in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports and (ii) did not at the time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's subsidiaries is required to file any forms, reports or other documents with the SEC.
(b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports (the "PARENT FINANCIALS"), (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto; (ii) was prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Investment Canada Act Exchange Act) and (iii) such other filings fairly presented the consolidated financial position of Parent and its subsidiaries as at the respective dates thereof and the consolidated results of Parent's operations and cash flows for the periods indicated, except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustments. The balance sheet of Parent contained in Parent's Quarterly Report on Form 10-Q for its quarter ended as of March 31, 1999 is hereinafter referred to as (the "PARENT BALANCE SHEET"). Except as disclosed in the Parent Financials, since the date of the Parent Balance Sheet neither Parent nor any of its subsidiaries has any liabilities required under GAAP to be necessary under set forth on a balance sheet (absolute, accrued, contingent or otherwise) which are, individually or in the Securities Act aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except for liabilities incurred since the securities or "blue sky" laws date of any jurisdictionthe Parent Balance Sheet in the ordinary course of business consistent with past practices.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Healtheon Corp)