AUTHORITY OF THE SHAREHOLDERS Sample Clauses

The "Authority of the Shareholders" clause defines the powers and rights reserved to the shareholders within a company. Typically, this clause outlines which decisions require shareholder approval, such as major corporate actions like mergers, amendments to governing documents, or the election and removal of directors. By clearly delineating these powers, the clause ensures that significant company decisions are subject to shareholder oversight, thereby protecting their interests and maintaining proper corporate governance.
AUTHORITY OF THE SHAREHOLDERS. Each Share holder has the full right, capacity and authority to enter into and perform this Agreement and the other documents to be executed by such Shareholder as provided in this Agreement, and to consummate the transactions contemplated hereby and thereby. For each Shareholder that is a trust, the execution, delivery and performance of this Agreement is within such trust's powers, and each of the undersigned trustees of such trust has all requisite authority to enter into this Agreement on behalf of such trust. This Agreement constitutes, and upon execution and delivery by each Shareholder, each of such other documents will constitute, the legal, valid and binding obligations of the Shareholders enforceable against them in accordance with their respective terms. Neither the execution, delivery nor performance of this Agreement or any of such other documents, nor the consummation of the transactions contemplated hereby or thereby, will: (i) result in a violation or breach of any term or provision of, constitute a default or acceleration under, require notice to or consent of any third party to, or result in the creation of any Lien by virtue of (x) the Articles of Incorporation or Bylaws of the Company or any Subsidiary or the trust documents of any Shareholder that is a trust or (y) any contract, agreement, lease, license or other commitment to which the Company, any Subsidiary or any Shareholder is a party or by which the Company, any such Subsidiary or any such Shareholder or his, her or its respective assets or properties are bound, other than those contracts and commitments described on Schedule 5.26 (provided, however, that all necessary consents under the Stahl Agreement have been d▇▇▇ ▇nd validly obtained); nor (ii) violate any statute or any order, writ, injunction or decree of any court, administrative agency or governmental body, other than the filing of a notification of change of ownership with the California Department of Consumer Affairs (the "CDCA Consent").
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AUTHORITY OF THE SHAREHOLDERS. Each Shareholder has full authority to enter into this Agreement and the Documents to which he or she is a party and to perform his or her obligations hereunder and thereunder, and neither the execution, delivery nor performance of this Agreement or such other Documents by such Shareholder will result in a violation or breach of any material term or provision of, nor constitute a default under, any Contract to which such Shareholder is a party or by which he, she or any of the Assets are bound, or violate any Order. This Agreement is, and such other Documents upon their execution and delivery as herein provided will be, valid and binding obligations of the Shareholders enforceable against each of them in accordance with their respective terms.
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AUTHORITY OF THE SHAREHOLDERS. The Shareholders have the right and authority, without the prior consent of any other person or entity, to enter into this Agreement and consummate the transactions contemplated hereby. There is no lien, encumbrance, or claim by any third person with respect to shares of PHS held by the Shareholders.
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AUTHORITY OF THE SHAREHOLDERS. Each Shareholder has the full right, capacity and authority to enter into and perform this Agreement and the other documents to be executed by such Shareholder as provided in this Agreement, and to consummate the transactions contemplated hereby and thereby. This Agreement constitutes, and upon execution and delivery by each Shareholder, each of such other documents will constitute, the legal, valid and binding obligations of the Shareholders enforceable against them in accordance with their respective terms. Neither the execution, delivery nor performance of this Agreement or any of such other documents, nor the consummation of the transactions contemplated hereby or thereby, will: (i) result in a violation or breach of any term or provision of, constitute a default or acceleration under, require notice to or consent of any third party to, or result in the creation of any Lien by virtue of (x) the Articles of Incorporation or Bylaws of the Company, or (y) any contract, agreement, lease, license or other commitment to which the Company or either Shareholder is a party or by which the Company or any such Shareholder or his or its respective assets or properties are bound; nor (ii) violate any statute or any order, writ, injunction or decree of any court, administrative agency or governmental body.
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AUTHORITY OF THE SHAREHOLDERS. (a) Except as set forth on Section 4.2(a) of the Disclosure Schedule, each Shareholder has full right, power, legal capacity and authority to sell, transfer and deliver to Buyer the full legal and beneficial ownership in the Subject Shares to be sold by such Shareholder pursuant to this Agreement and to consummate the transactions contemplated herein and in any documents to be delivered in connection herewith ("Seller Ancillary Documents") to which such Shareholder is a party. (b) With respect to each Shareholder that is a trust, estate, or entity other than a natural person or corporation (the "Entities"), the representatives, trustees or other fiduciaries who have signed this Agreement (and any relevant Seller Ancillary Document) on behalf of such Entities are the duly appointed and acting representatives, trustees, or fiduciaries of such Entities as of the date hereof (and will be such as of the Closing Date); the representatives, trustees, or other fiduciaries of such Entities have all the power and authority necessary to own and dispose of the Subject Shares held by such Entity; no beneficiary or other party with any beneficial interest in any of the Entities has heretofore in any way assigned, transferred or encumbered, or permitted the assignment, transfer or other encumbrance of, the Subject Shares (or any interest therein) held by the Entities; the execution and delivery of this Agreement and any relevant Seller Ancillary Document by such representatives, trustees, or other fiduciaries, and the performance by such representatives, trustees, or other fiduciaries of their obligations hereunder have been duly and validly authorized and approved by all actions required under applicable law relating to the Entities and under the terms of the relevant will, trust or other instruments; such representatives, trustees, and fiduciaries have full power and authority under the terms of the applicable instruments and under any document relating to or applicable to such Entities to execute and deliver this Agreement and any relevant Seller Ancillary Document on behalf of such Entities and to perform their respective obligations hereunder and thereunder; and neither the execution of this Agreement or any relevant Seller Ancillary Document, consummation of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms and conditions hereof or thereof will violate or conflict with any provision of the applicable instruments or any ...
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AUTHORITY OF THE SHAREHOLDERS. Each Shareholder has full authority to enter into this Agreement and the Documents (as hereafter defined) to which he, she or it is a party, and to perform his, her or its obligations hereunder and thereunder, and neither the execution, delivery nor performance by such Shareholder of this Agreement or such Documents will result in a violation or breach of any term or provision of, nor con-
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AUTHORITY OF THE SHAREHOLDERS. No Violations. 9 3A.2 Title to the Subject Shares. 11
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Related to AUTHORITY OF THE SHAREHOLDERS

  • Covenants of the Shareholders Each Shareholder hereby covenants and agrees that:

  • Authorization of the Shares The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and the issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares.

  • Covenants of the Shareholder The Shareholder hereby irrevocably covenants and agrees that during the period commencing on the date hereof and continuing until the termination of this Agreement pursuant to Section 3: (a) it will not, directly or indirectly, through any officer, director, employee, advisor, representative, agent or otherwise: (i) solicit, initiate, knowingly encourage, continue or otherwise facilitate (including, without limitation, by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Acquisition Proposal; (ii) participate in any discussions or negotiations regarding any Acquisition Proposal; or (iii) accept or enter into any agreement, letter of intent, arrangement or understanding related to any Acquisition Proposal; (b) if the Shareholder receives any Acquisition Proposal in its capacity as a holder of Shares (including, without limitation, an offer or invitation to enter into discussions), whether written or oral, the Shareholder will as promptly as practicable notify Vasogen, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description of the principal terms, including the price proposed to be paid in connection therewith, the form of consideration to be paid, the material terms and the identity of the proponent; (c) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Transactions; (d) it will not grant or agree to grant any proxy or other right to the Shares, or enter into any voting trust, vote pooling or other agreement with respect to the right to vote, call Meetings or give consents or approvals of any kind with respect to the Shares, other than pursuant to the provisions hereof; (e) it will not, without the prior written consent of Vasogen, sell, transfer, monetize, hypothecate, pledge, encumber, grant a security interest in, encumber or otherwise convey or grant an option over any of the Shares (or any right or interest therein (legal or equitable)) held by it to any person, entity or group or agree to do any of the foregoing; (f) except as required by applicable Law (after fully consulting with Vasogen), it will not, prior to the public announcement by IPC, IPC Corp. and Vasogen of the terms of the Transactions, directly or indirectly, disclose to any person, firm or corporation (other than on a confidential basis to such advisors (if any) as the Shareholder may determine are necessary to retain specifically for the purposes of this Agreement) the existence of the terms and conditions of this Agreement, the Arrangement Agreement or the Merger Agreement, or any terms or conditions or other information concerning the Transactions; (g) it will not, without the prior written consent of Vasogen, not to be unreasonably withheld, purchase, or enter into any agreement or right to purchase, any additional shares of IPC; and (h) it will do all things required, necessary, proper or advisable to consummate the transactions contemplated by this Agreement, the Arrangement Agreement and the Merger Agreement.

  • Covenants of the Selling Shareholders Each Selling Shareholder further covenants and agrees with each Underwriter:

  • Expenses of the Selling Shareholders The Selling Shareholders, jointly and severally, will pay all expenses incident to the performance of their respective obligations under, and the consummation of the transactions contemplated by, this Agreement, including (i) any stamp and other duties and stock and other transfer taxes, if any, payable upon the sale of the Securities to the Underwriters and their transfer between the Underwriters pursuant to an agreement between such Underwriters, and (ii) the fees and disbursements of their respective counsel and other advisors.