Authorization; Binding Agreement. (a) It has the requisite corporate or, in the case of Merger Sub, limited liability company power and authority to execute and deliver this Agreement and each other document or instrument executed or to be executed by it in connection herewith, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by it of this Agreement and each other document or instrument executed or to be executed by it in connection herewith, the performance of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby or thereby, have been duly and validly authorized by all necessary corporate or, in the case of Merger Sub, limited liability company, action, and no other proceedings on the part of it or the holders of its Stock or, in the case of Merger Sub, its membership interests, are necessary to authorize this Agreement or to consummate the Reclassification and the Merger and the other transactions contemplated hereby. This Agreement has been, and each other document or instrument to be executed by it in connection herewith will be, duly executed and delivered by it, and, when duly executed and delivered by the other parties hereto or thereto, constitutes, or will constitute, a legal, valid and binding obligation of it enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Parent additionally represents and warrants to the Company that the foregoing statements in this Section 3.3(a) regarding Merger Sub are true and correct. (b) In the case of Parent, (i) it is not in violation of any provision of its certificate of incorporation (the “Parent Charter”) or its bylaws (the “Parent Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), and (iii) the affirmative vote of at least a majority of all outstanding shares of Parent Stock entitled to cast a vote, to approve the Reclassification and the issuance of shares of Class B Stock and Series A Preferred Stock (the “Parent Stock Issuance”) in the Merger, are the only votes of the holders of any class or series of Securities of Parent necessary to consummate the transactions contemplated hereby to which Parent or any of its Retained Subsidiaries is a party. (c) In the case of Merger Sub, (i) it is not in violation of any provision of its certificate of formation or its operating agreement, (ii) this Agreement has been duly adopted by Parent, as the sole member of Merger Sub, in accordance with the DGCL and Merger Sub’s organizational documents, and (iii) no other vote of the holders of any class or series of Securities of Merger Sub is necessary to consummate the transactions contemplated hereby to which Merger Sub is a party. (d) In the case of the Company, (i) it is not in violation of any provision of its certificate of incorporation (the “Company Charter”) or its bylaws (the “Company Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), (iii) this Agreement has been duly adopted by the holders of Company Stock in accordance with the DGCL and its organizational documents, and (iv) no other vote of the holders of any class or series of Securities of the Company is necessary to consummate the transactions contemplated hereby to which the Company or any of its Retained Subsidiaries is a party, except as has already been obtained.
Appears in 1 contract
Authorization; Binding Agreement. (a) It SPAC has the all requisite corporate or, in the case of Merger Sub, limited liability company power and authority to execute and deliver this Agreement and each other document or instrument executed or Ancillary Document to be executed by which it in connection herewithis a party, to perform its obligations hereunder and thereunder, thereunder and to consummate the transactions Transactions contemplated hereby and thereby, subject to obtaining the Required Shareholder Approval. The execution and delivery by it of this Agreement and each other document or instrument executed or Ancillary Document to be executed by which it in connection herewith, the performance of its obligations hereunder and thereunder, is a party and the consummation of the transactions Transactions contemplated hereby or thereby, and thereby have been duly and validly authorized by all necessary corporate orthe SPAC Board and, in other than obtaining the case of Merger SubRequired Shareholder Approval, limited liability company, action, and no other proceedings corporate proceedings, other than as set forth elsewhere in this Agreement, on the part of it or the holders of its Stock or, in the case of Merger Sub, its membership interests, SPAC are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the Reclassification Transactions contemplated hereby and the Merger and the other transactions contemplated herebythereby. This Agreement has been, and each other document Ancillary Document to which SPAC is a party has been or instrument to shall be executed by it in connection herewith will bewhen delivered, duly and validly executed and delivered by it, SPAC and, when duly executed assuming the due authorization, execution and delivered delivery of this Agreement and such Ancillary Documents by the other Parties and other parties hereto or thereto, constitutes, or will when delivered shall constitute, a legal, the valid and binding obligation of it SPAC, enforceable against it SPAC in accordance with its terms, except as such to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, reorganization and moratorium or laws and other similar Laws laws of general application affecting the enforcement of creditors’ rights generally and by subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at lawcollectively, the “Enforceability Exceptions”). Parent additionally represents The SPAC Board, either (A) at a duly called and warrants to the Company that the foregoing statements in this Section 3.3(aheld meeting or (B) regarding Merger Sub are true and correct.
(b) In the case by way of Parentwritten resolution, has unanimously (i) it is not determined that this Agreement and the SPAC Merger and the other Transactions contemplated hereby are advisable, fair to, and in violation of any provision of the best interests of, SPAC and its certificate of incorporation (the “Parent Charter”) or its bylaws (the “Parent Bylaws”)shareholders, (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents)approved this Agreement, and (iii) the affirmative vote of at least a majority of all outstanding shares of Parent Stock entitled to cast a vote, to approve the Reclassification SPAC Merger and the issuance of shares of Class B Stock and Series A Preferred Stock (the “Parent Stock Issuance”) in the Merger, are the only votes of the holders of any class or series of Securities of Parent necessary to consummate the transactions other Transactions contemplated hereby to which Parent or any of its Retained Subsidiaries is a party.
(c) In the case of Merger Sub, (i) it is not in violation of any provision of its certificate of formation or its operating agreement, (ii) this Agreement has been duly adopted by Parent, as the sole member of Merger Sub, and thereby in accordance with the DGCL Cayman Act and Merger Sub’s organizational documents, the SPAC Memorandum and (iii) no other vote of the holders of any class or series of Securities of Merger Sub is necessary to consummate the transactions contemplated hereby to which Merger Sub is a party.
(d) In the case of the Company, (i) it is not in violation of any provision of its certificate of incorporation (the “Company Charter”) or its bylaws (the “Company Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents)Articles, (iii) approved the Transactions as a Business Combination, (iv) directed that this Agreement has been duly adopted by and the holders of Company Stock in accordance with SPAC Shareholder Approval Matters (as defined herein) be submitted to the DGCL SPAC Shareholders for adoption and its organizational documentsapproval, and (ivv) no other vote of resolved to recommend that the holders of any class or series of Securities of SPAC Shareholders adopt this Agreement and the Company is necessary to consummate the transactions contemplated hereby to which the Company or any of its Retained Subsidiaries is a party, except as has already been obtainedSPAC Shareholder Approval Matters.
Appears in 1 contract
Sources: Business Combination Agreement (Tlgy Acquisition Corp)
Authorization; Binding Agreement. (a) It Subject to the adoption of the Amended Pubco Charter, each of Pubco and the Merger Subs has the all requisite corporate or, in the case of Merger Sub, limited liability company power and authority to execute and deliver this Agreement and each other document or instrument executed or Ancillary Document to be executed by which it in connection herewithis a party, to perform its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by it of this Agreement and each other document or instrument executed or Ancillary Document to be executed by which it in connection herewith, the performance of its obligations hereunder and thereunder, is a party and the consummation of the transactions contemplated hereby or thereby, and thereby have been duly and validly authorized by all necessary corporate or, in the case board of directors and shareholders of Pubco and the Merger Sub, limited liability company, action, Subs and no other proceedings corporate proceedings, other than as expressly set forth elsewhere in this Agreement (including the adoption of the Amended Pubco Charter), on the part of it Pubco or the holders of its Stock or, in the case of Merger Sub, its membership interests, Subs are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the Reclassification and the Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been, and each other document Ancillary Document to which Pubco or instrument to the Merger Subs is a party has been or shall be executed by it in connection herewith will bewhen delivered, duly and validly executed and delivered by it, such Party and, when duly executed assuming the due authorization, execution and delivered delivery of this Agreement and such Ancillary Documents by the other parties hereto or and thereto, constitutes, or will when delivered shall constitute, a legal, the valid and binding obligation of it such Party, enforceable against it such Party in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Parent additionally represents and warrants subject to the Company that the foregoing statements in this Section 3.3(a) regarding Merger Sub are true and correctEnforceability Exceptions.
(b) In the case of Parent, (i) it is not in violation of any provision of its certificate of incorporation (the “Parent Charter”) or its bylaws (the “Parent Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), and (iii) the affirmative vote of at least a majority of all outstanding shares of Parent Stock entitled to cast a vote, to approve the Reclassification and the issuance of shares of Class B Stock and Series A Preferred Stock (the “Parent Stock Issuance”) in the Merger, are the only votes of the holders of any class or series of Securities of Parent necessary to consummate the transactions contemplated hereby to which Parent or any of its Retained Subsidiaries is a party.
(c) In the case of Merger Sub, (i) it is not in violation of any provision of its certificate of formation or its operating agreement, (ii) this Agreement has been duly adopted by Parent, as the sole member of Merger Sub, in accordance with the DGCL and Merger Sub’s organizational documents, and (iii) no other vote of the holders of any class or series of Securities of Merger Sub is necessary to consummate the transactions contemplated hereby to which Merger Sub is a party.
(d) In the case of the Company, (i) it is not in violation of any provision of its certificate of incorporation (the “Company Charter”) or its bylaws (the “Company Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), (iii) this Agreement has been duly adopted by the holders of Company Stock in accordance with the DGCL and its organizational documents, and (iv) no other vote of the holders of any class or series of Securities of the Company is necessary to consummate the transactions contemplated hereby to which the Company or any of its Retained Subsidiaries is a party, except as has already been obtained.
Appears in 1 contract
Sources: Merger Agreement (Americas Technology Acquisition Corp.)
Authorization; Binding Agreement. (a) It Merger Sub has the all requisite corporate or, in the case of Merger Sub, limited liability company power and authority to execute and deliver this Agreement and each other document or instrument executed or Ancillary Document to be executed by which it in connection herewithis a party, to perform its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby, subject to the Required Merger Sub Shareholder Approval. The Assuming that the Required Merger Sub Shareholder Approval has been obtained, the execution and delivery by it of this Agreement and each other document or instrument executed or Ancillary Document to be executed by which it in connection herewith, the performance of its obligations hereunder and thereunder, is a party and the consummation of the transactions contemplated hereby or and thereby, (a) have been duly and validly authorized by all necessary the board of directors and, as applicable, shareholders of Merger Sub in accordance with the Merger Sub's Organizational Documents, the Cayman Act and any other applicable Law and (b) no other corporate orproceedings, other than as expressly set forth elsewhere in the case of Merger SubAgreement, limited liability company, action, and no other proceedings on the part of it or the holders of its Stock or, in the case of Merger Sub, its membership interests, Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party and, to the Knowledge of the Purchaser, the Purchaser shareholders party to the Sponsor Support Agreement, or to consummate the Reclassification and the Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been, and each other document Ancillary Document to which Merger Sub is a party has been or instrument to shall be executed by it in connection herewith will bewhen delivered, duly and validly executed and delivered by it, and, when duly executed assuming the due authorization, execution and delivered delivery of this Agreement and such Ancillary Documents by the other parties hereto or theretoand thereto and the obtainment of the Required Merger Sub Shareholder Approval, constitutes, or will when delivered shall constitute, a legal, the valid and binding obligation of it the Merger Sub, enforceable against it the Merger Sub in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Parent additionally represents and warrants subject to the Company that the foregoing statements in this Section 3.3(a) regarding Merger Sub are true and correctEnforceability Exceptions.
(b) In the case of Parent, (i) it is not in violation of any provision of its certificate of incorporation (the “Parent Charter”) or its bylaws (the “Parent Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), and (iii) the affirmative vote of at least a majority of all outstanding shares of Parent Stock entitled to cast a vote, to approve the Reclassification and the issuance of shares of Class B Stock and Series A Preferred Stock (the “Parent Stock Issuance”) in the Merger, are the only votes of the holders of any class or series of Securities of Parent necessary to consummate the transactions contemplated hereby to which Parent or any of its Retained Subsidiaries is a party.
(c) In the case of Merger Sub, (i) it is not in violation of any provision of its certificate of formation or its operating agreement, (ii) this Agreement has been duly adopted by Parent, as the sole member of Merger Sub, in accordance with the DGCL and Merger Sub’s organizational documents, and (iii) no other vote of the holders of any class or series of Securities of Merger Sub is necessary to consummate the transactions contemplated hereby to which Merger Sub is a party.
(d) In the case of the Company, (i) it is not in violation of any provision of its certificate of incorporation (the “Company Charter”) or its bylaws (the “Company Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), (iii) this Agreement has been duly adopted by the holders of Company Stock in accordance with the DGCL and its organizational documents, and (iv) no other vote of the holders of any class or series of Securities of the Company is necessary to consummate the transactions contemplated hereby to which the Company or any of its Retained Subsidiaries is a party, except as has already been obtained.
Appears in 1 contract
Sources: Business Combination Agreement (TradeUP Global Corp)
Authorization; Binding Agreement. (a) It BNN has the all requisite corporate or, in the case of Merger Sub, limited liability company power and authority to execute and deliver this Agreement and each other document Ancillary Document to which it is or instrument executed or is required to be executed by it in connection herewitha party, to perform its BNN’s obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by it of this Agreement and each other document Ancillary Document to which BNN is or instrument executed or is required to be executed by it in connection herewith, the performance of its obligations hereunder and thereunder, a party and the consummation of the transactions contemplated hereby or and thereby, (a) have been duly and validly authorized by all necessary corporate orthe board of directors of BNN in accordance with BNN’s Organizational Documents, in the case UK Act, any other applicable Law and any Contract to which BNN or any of Merger Sub, limited liability company, action, its shareholders are a party or bound and (b) no other corporate proceedings on the part of it or the holders of its Stock or, in the case of Merger Sub, its membership interests, BNN are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the Reclassification transactions contemplated hereby and thereby. No approval or consent of, or action by, the Merger holders of the outstanding securities of BNN is required in order for BNN to execute and deliver this Agreement and each Ancillary Document and to consummate the other transactions contemplated hereby. This Agreement has been, and each other document Ancillary Document to which BNN is or instrument is required to be executed by it in connection herewith will bea party has been or shall be when delivered, duly and validly executed and delivered by itBNN and assuming the due authorization, and, when duly executed execution and delivered delivery of this Agreement and any such Ancillary Document by the other parties hereto or and thereto, constitutes, or will when delivered shall constitute, a the legal, valid and binding obligation of it BNN, enforceable against it BNN in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Parent additionally represents and warrants subject to the Company that the foregoing statements in this Section 3.3(a) regarding Merger Sub are true and correctEnforceability Exceptions.
(b) In the case of Parent, (i) BI China has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is not in violation of any provision of its certificate of incorporation (the “Parent Charter”) or its bylaws (the “Parent Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), and (iii) the affirmative vote of at least is required to be a majority of all outstanding shares of Parent Stock entitled to cast a voteparty, to approve the Reclassification perform BI China’s obligations hereunder and the issuance of shares of Class B Stock thereunder and Series A Preferred Stock (the “Parent Stock Issuance”) in the Merger, are the only votes of the holders of any class or series of Securities of Parent necessary to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which Parent BI China is or is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the board of directors and shareholders of BI China in accordance with BI China’s Organizational Documents, the HK Act, any other applicable Law and any Contract to which BI China or any of its Retained Subsidiaries is a party.
(c) In the case of Merger Sub, (i) it is not in violation of any provision of its certificate of formation shareholders are party or its operating agreement, (ii) this Agreement has been duly adopted by Parent, as the sole member of Merger Sub, in accordance with the DGCL and Merger Sub’s organizational documents, bound and (iiib) no other vote corporate proceedings on the part of BI China are necessary to authorize the holders execution and delivery of any class this Agreement and each Ancillary Document to which it is a party or series of Securities of Merger Sub is necessary to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Merger Sub BI China is or is required to be a party.
(d) In party has been or shall be when delivered, duly and validly executed and delivered by BNN and assuming the case due authorization, execution and delivery of the Company, (i) it is not in violation of any provision of its certificate of incorporation (the “Company Charter”) or its bylaws (the “Company Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), (iii) this Agreement has been duly adopted and any such Ancillary Document by the holders other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of Company Stock BI China, enforceable against BI China in accordance with its terms, subject to the DGCL and its organizational documents, and (iv) no other vote of the holders of any class or series of Securities of the Company is necessary to consummate the transactions contemplated hereby to which the Company or any of its Retained Subsidiaries is a party, except as has already been obtainedEnforceability Exceptions.
Appears in 1 contract
Sources: Acquisition Agreement (MICT, Inc.)
Authorization; Binding Agreement. (a) It Purchaser has the all requisite corporate or, in the case of Merger Sub, limited liability company power and authority to execute and deliver this Agreement and each other document or instrument executed or Ancillary Document to be executed by which it in connection herewithis a party, to perform its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Shareholder Approval. The execution and delivery by it of this Agreement and each other document or instrument executed or Ancillary Document to be executed by which it in connection herewith, the performance of its obligations hereunder and thereunder, is a party and the consummation of the transactions contemplated hereby or thereby, and thereby (a) have been duly and validly authorized by all necessary the board of directors of Purchaser, and (b) other than the Required Purchaser Shareholder Approval, no other corporate orproceedings, other than as expressly set forth elsewhere in the case Agreement (including the filing of Merger Subthe Surviving Purchaser Subsidiary A&R Memorandum and Articles), limited liability company, actionthe approval and execution of the Plan of Merger, and no the making of related filings of resolutions and other proceedings documents with the Cayman Registrar, on the part of it or the holders of its Stock or, in the case of Merger Sub, its membership interests, Purchaser are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the Reclassification and the Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been, and each other document or instrument Ancillary Document to which Purchaser is a party shall be executed by it in connection herewith will bewhen delivered, duly and validly executed and delivered by it, Purchaser and, when duly executed assuming the due authorization, execution and delivered delivery of this Agreement and such Ancillary Documents by the other parties hereto or and thereto, constitutes, or will when delivered shall constitute, a legal, the valid and binding obligation of it Purchaser, enforceable against it Purchaser in accordance with its terms, except as such to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, reorganization and moratorium or laws and other similar Laws laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and by general principles the fact that equitable remedies or relief (including the remedy of equity specific performance) are subject to the discretion of the court from which such relief may be sought (regardless of whether enforceability is considered in a proceeding in equity or at lawcollectively, the “Enforceability Exceptions”). Parent additionally represents Purchaser’s board of directors, by resolutions duly adopted unanimously by Purchaser’s directors (a) determined that this Agreement, the Merger, and warrants to the Company that other transactions contemplated hereby are advisable, fair to, and in the foregoing statements in this Section 3.3(a) regarding Merger Sub are true best commercial interests of, Purchaser and correct.
its shareholders, (b) In approved this Agreement, the case of Parent, (i) it is not in violation of any provision of its certificate of incorporation (the “Parent Charter”) or its bylaws (the “Parent Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), and (iii) the affirmative vote of at least a majority of all outstanding shares of Parent Stock entitled to cast a vote, to approve the Reclassification Merger and the issuance of shares of Class B Stock and Series A Preferred Stock (the “Parent Stock Issuance”) in the Merger, are the only votes of the holders of any class or series of Securities of Parent necessary to consummate the other transactions contemplated hereby to which Parent or any of its Retained Subsidiaries is a party.
(c) In the case of Merger Sub, (i) it is not in violation of any provision of its certificate of formation or its operating agreement, (ii) by this Agreement has been duly adopted by Parent, as the sole member of Merger Sub, in accordance with the DGCL and Merger Sub’s organizational documents, and (iii) no other vote Laws of the holders of any class or series of Securities of Merger Sub is necessary Cayman Islands, (c) directed that this Agreement be submitted to consummate the transactions contemplated hereby to which Merger Sub is a party.
Purchaser’s shareholders for approval and (d) In the case of the Company, (i) it is not in violation of any provision of its certificate of incorporation (the “Company Charter”) or its bylaws (the “Company Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), (iii) resolved to recommend that Purchaser’s shareholders approve this Agreement has been duly adopted by the holders of Company Stock in accordance with the DGCL and its organizational documents, and (iv) no other vote of the holders of any class or series of Securities of the Company is necessary to consummate the transactions contemplated hereby to which the Company or any of its Retained Subsidiaries is a party, except as has already been obtainedAgreement.
Appears in 1 contract
Sources: Business Combination Agreement (Compass Digital Acquisition Corp.)
Authorization; Binding Agreement. (a) It has Subject to the adoption of the Amended Pubco Charter and obtaining the requisite shareholder approvals required by the Cayman Companies Act for the First Merger and the Second Merger, each of Pubco, First Merger Sub and Second Merger Sub has all requisite corporate or, in the case of Merger Sub, limited liability company power and authority to execute and deliver this Agreement and each other document or instrument executed or Ancillary Document to be executed by which it in connection herewithis a party, to perform its obligations hereunder and thereunder, thereunder and to consummate the transactions Transactions contemplated hereby and thereby. The execution and delivery by it of this Agreement and each other document or instrument executed or Ancillary Document to be executed by it in connection herewithwhich each of Pubco, the performance of its obligations hereunder First Merger Sub and thereunder, Second Merger Sub is a party and the consummation of the transactions Transactions contemplated hereby or thereby, and thereby have been duly and validly authorized by all necessary corporate or, in the case of Merger Sub, limited liability company, action, actions and no other proceedings corporate proceedings, other than as expressly set forth elsewhere in the Agreement (including the adoption of the Amended Pubco Charter), on the part of it Pubco, First Merger Sub or the holders of its Stock or, in the case of Second Merger Sub, its membership interests, Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which each of Pubco, First Merger Sub and Second Merger Sub is a party or to consummate the Reclassification Transactions contemplated hereby and the Merger and the other transactions contemplated herebythereby. This Agreement has been, and each other document Ancillary Document to which each of Pubco, First Merger Sub or instrument to Second Merger Sub is a party has been or shall be executed by it in connection herewith will bewhen delivered, duly and validly executed and delivered by it, such Party and, when duly executed assuming the due authorization, execution and delivered delivery of this Agreement and such Ancillary Documents by the other parties hereto or and thereto, constitutes, or will when delivered shall constitute, a legal, the valid and binding obligation of it such Party, enforceable against it such Party in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Parent additionally represents and warrants subject to the Company that the foregoing statements in this Section 3.3(a) regarding Merger Sub are true and correctEnforceability Exceptions.
(b) In the case of Parent, (i) it is not in violation of any provision of its certificate of incorporation (the “Parent Charter”) or its bylaws (the “Parent Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), and (iii) the affirmative vote of at least a majority of all outstanding shares of Parent Stock entitled to cast a vote, to approve the Reclassification and the issuance of shares of Class B Stock and Series A Preferred Stock (the “Parent Stock Issuance”) in the Merger, are the only votes of the holders of any class or series of Securities of Parent necessary to consummate the transactions contemplated hereby to which Parent or any of its Retained Subsidiaries is a party.
(c) In the case of Merger Sub, (i) it is not in violation of any provision of its certificate of formation or its operating agreement, (ii) this Agreement has been duly adopted by Parent, as the sole member of Merger Sub, in accordance with the DGCL and Merger Sub’s organizational documents, and (iii) no other vote of the holders of any class or series of Securities of Merger Sub is necessary to consummate the transactions contemplated hereby to which Merger Sub is a party.
(d) In the case of the Company, (i) it is not in violation of any provision of its certificate of incorporation (the “Company Charter”) or its bylaws (the “Company Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), (iii) this Agreement has been duly adopted by the holders of Company Stock in accordance with the DGCL and its organizational documents, and (iv) no other vote of the holders of any class or series of Securities of the Company is necessary to consummate the transactions contemplated hereby to which the Company or any of its Retained Subsidiaries is a party, except as has already been obtained.
Appears in 1 contract
Sources: Business Combination Agreement (Golden Star Acquisition Corp)
Authorization; Binding Agreement. (a) It Subject to filing the Amended and Restated Pubco Governing Documents, each of Pubco, Vistas Merger Sub and Anghami Merger Sub has the all requisite corporate or, in the case of Merger Sub, limited liability company power and authority to execute and deliver this Agreement and each other document Transaction Agreement to which it is or instrument executed or is required to be executed by it in connection herewitha party, to perform its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by it of this Agreement and each other document Transaction Agreement to which it is or instrument executed or is required to be executed by it in connection herewith, the performance of its obligations hereunder and thereunder, a party and the consummation of the transactions contemplated hereby or thereby, and thereby have been duly and validly authorized by all necessary corporate orthe board of directors and shareholders of Pubco, in the case of Vistas Merger Sub, limited liability company, action, Sub and Anghami Merger Sub and no other proceedings corporate proceedings, other than as expressly set forth elsewhere in this Agreement (including the filing of the Amended and Restated Pubco Governing Documents), on the part of it Pubco, Vistas Merger Sub or the holders of its Stock or, in the case of Anghami Merger Sub, its membership interests, Sub are necessary to authorize the execution and delivery of this Agreement and each Transaction Agreement to which it is or is required to be a party or to consummate the Reclassification and the Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been, and each other document Transaction Agreement to which Pubco, Vistas Merger Sub or instrument Anghami Merger Sub is or is required to be executed by it in connection herewith will bea party has been or shall be when delivered, duly and validly executed and delivered by itPubco, Vistas Merger Sub and Anghami Merger Sub and, when duly executed assuming the due authorization, execution and delivered delivery of this Agreement and such other Transaction Agreements by the other parties hereto or and thereto, constitutes, or will when delivered shall constitute, a legal, the valid and binding obligation of it such Party, enforceable against it such Party in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Parent additionally represents and warrants to the Company that the foregoing statements in this Section 3.3(a) regarding Merger Sub are true and correct.
(b) In the case of Parent, (i) it is not in violation of any provision of its certificate of incorporation (the “Parent Charter”) or its bylaws (the “Parent Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), and (iii) the affirmative vote of at least a majority of all outstanding shares of Parent Stock entitled to cast a vote, to approve the Reclassification and the issuance of shares of Class B Stock and Series A Preferred Stock (the “Parent Stock Issuance”) in the Merger, are the only votes of the holders of any class or series of Securities of Parent necessary to consummate the transactions contemplated hereby to which Parent or any of its Retained Subsidiaries is a party.
(c) In the case of Merger Sub, (i) it is not in violation of any provision of its certificate of formation or its operating agreement, (ii) this Agreement has been duly adopted by Parent, as the sole member of Merger Sub, in accordance with the DGCL and Merger Sub’s organizational documents, and (iii) no other vote of the holders of any class or series of Securities of Merger Sub is necessary to consummate the transactions contemplated hereby to which Merger Sub is a party.
(d) In the case of the Company, (i) it is not in violation of any provision of its certificate of incorporation (the “Company Charter”) or its bylaws (the “Company Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), (iii) this Agreement has been duly adopted by the holders of Company Stock in accordance with the DGCL and its organizational documents, and (iv) no other vote of the holders of any class or series of Securities of the Company is necessary to consummate the transactions contemplated hereby to which the Company or any of its Retained Subsidiaries is a party, except as has already been obtained.
Appears in 1 contract
Sources: Business Combination Agreement (Vistas Media Acquisition Co Inc.)
Authorization; Binding Agreement. (a) It Merger Sub has the all requisite corporate or, in the case of Merger Sub, limited liability company power and authority to execute and deliver this Agreement and each other document Ancillary Document to which it is, or instrument executed or is contemplated to be executed by it in connection herewithbe, a party, to perform its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by it of this Agreement and each other document Ancillary Document to which Merger Sub is, or instrument executed or is contemplated to be executed by it in connection herewithbe, the performance of its obligations hereunder and thereunder, a party and the consummation of the transactions contemplated hereby or thereby, and thereby have been duly and validly authorized and approved by all necessary corporate or, in the case of Merger Sub, limited liability company, action, actions and no other proceedings corporate proceedings, other than as expressly set forth elsewhere in the Agreement, on the part of it or the holders of its Stock or, in the case of Merger Sub, its membership interests, Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which Merger Sub is, or is contemplated to be, a party or to consummate the Reclassification and the Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been, and each other document Ancillary Document to which Merger Sub is, or instrument is contemplated to be executed by it in connection herewith will be, a party has been or shall be when delivered, duly and validly executed and delivered by it, such Party and, when duly executed assuming the due authorization, execution and delivered delivery of this Agreement and such Ancillary Documents by the other parties hereto or and thereto, constitutes, or will when delivered shall constitute, a legal, the valid and binding obligation of it such Party, enforceable against it such Party in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Parent additionally represents and warrants subject to the Company that the foregoing statements in this Section 3.3(a) regarding Merger Sub are true and correctEnforceability Exceptions.
(b) In the case of Parent, (i) it is not in violation of any provision of its certificate of incorporation (the “Parent Charter”) or its bylaws (the “Parent Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), and (iii) the affirmative vote of at least a majority of all outstanding shares of Parent Stock entitled to cast a vote, to approve the Reclassification and the issuance of shares of Class B Stock and Series A Preferred Stock (the “Parent Stock Issuance”) in the Merger, are the only votes of the holders of any class or series of Securities of Parent necessary to consummate the transactions contemplated hereby to which Parent or any of its Retained Subsidiaries is a party.
(c) In the case of Merger Sub, (i) it is not in violation of any provision of its certificate of formation or its operating agreement, (ii) this Agreement has been duly adopted by Parent, as the sole member of Merger Sub, in accordance with the DGCL and Merger Sub’s organizational documents, and (iii) no other vote of the holders of any class or series of Securities of Merger Sub is necessary to consummate the transactions contemplated hereby to which Merger Sub is a party.
(d) In the case of the Company, (i) it is not in violation of any provision of its certificate of incorporation (the “Company Charter”) or its bylaws (the “Company Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), (iii) this Agreement has been duly adopted by the holders of Company Stock in accordance with the DGCL and its organizational documents, and (iv) no other vote of the holders of any class or series of Securities of the Company is necessary to consummate the transactions contemplated hereby to which the Company or any of its Retained Subsidiaries is a party, except as has already been obtained.
Appears in 1 contract
Sources: Business Combination Agreement (Maxpro Capital Acquisition Corp.)
Authorization; Binding Agreement. (a) It The Company has the all requisite corporate or, in the case of Merger Sub, limited liability company power and authority to execute and deliver this Agreement and each other document Ancillary Document to which it is or instrument executed or is required to be executed by it in connection herewitha party, to perform its the Company’s obligations hereunder and thereunder, thereunder and to consummate the transactions Transactions contemplated hereby and thereby. The execution and delivery by it of this Agreement and each other document Ancillary Document to which the Company is or instrument executed or is required to be executed by it in connection herewith, the performance of its obligations hereunder and thereunder, a party and the consummation of the transactions Transactions contemplated hereby or and thereby, (a) have been duly and validly authorized by all necessary corporate orthe board of directors and/or shareholders of the Company (if applicable) in accordance with the Company’s Organizational Documents, in the case of Merger Sub, limited liability company, action, Cayman Companies Act and any other applicable Law and (b) no other corporate proceedings on the part of it or the holders of its Stock or, in the case of Merger Sub, its membership interests, Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the Reclassification Transactions contemplated hereby and thereby (other than the Company Written Consent or Company Special Resolution and the Merger filing and recordation of appropriate merger documents as required by the other transactions contemplated herebyCayman Companies Act). This Agreement has been, and each other document Ancillary Document to which the Company is or instrument is required to be executed by it in connection herewith will a party shall be, when delivered, duly executed and delivered by it, and, when duly validly executed and delivered by the Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto or and thereto, constitutes, or will when delivered shall constitute, a the legal, valid and binding obligation of it the Company enforceable against it the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Parent additionally represents and warrants subject to the Enforceability Exceptions. Other than the Company that the foregoing statements in this Section 3.3(a) regarding Merger Sub are true and correct.
(b) In the case of ParentWritten Consent or Company Special Resolution, (i) it there is not in violation of any provision of its certificate of incorporation (the “Parent Charter”) or its bylaws (the “Parent Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), and (iii) the affirmative vote of at least a majority of all outstanding shares of Parent Stock entitled to cast a vote, to approve the Reclassification and the issuance of shares of Class B Stock and Series A Preferred Stock (the “Parent Stock Issuance”) in the Merger, are the only votes no consent required of the holders of any class or series of Securities of Parent necessary Company Ordinary Shares or other Company Shareholders to consummate approve the transactions contemplated hereby to which Parent or any of its Retained Subsidiaries is a party.
(c) In Mergers, the case First Merger Plan of Merger Sub, (i) it is not in violation of any provision of its certificate of formation or its operating agreement, (ii) the Transactions contemplated by this Agreement has been duly adopted by Parent, as the sole member of Merger Sub, in accordance with the DGCL and Merger Sub’s organizational documents, and (iii) no other vote of the holders of any class or series of Securities of Merger Sub is necessary to consummate the transactions contemplated hereby to which Merger Sub is a partyAgreement.
(d) In the case of the Company, (i) it is not in violation of any provision of its certificate of incorporation (the “Company Charter”) or its bylaws (the “Company Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), (iii) this Agreement has been duly adopted by the holders of Company Stock in accordance with the DGCL and its organizational documents, and (iv) no other vote of the holders of any class or series of Securities of the Company is necessary to consummate the transactions contemplated hereby to which the Company or any of its Retained Subsidiaries is a party, except as has already been obtained.
Appears in 1 contract
Sources: Business Combination Agreement (Golden Star Acquisition Corp)
Authorization; Binding Agreement. (a) It The Company has the all requisite corporate or, in the case of Merger Sub, limited liability company power and authority to execute and deliver this Agreement and each other document Ancillary Document to which it is or instrument executed or is required to be executed by it in connection herewitha party, to perform its the Company’s obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby, subject to the Required Company Shareholder Approval. The Assuming that the Required Company Shareholder Approval has been obtained, the execution and delivery by it of this Agreement and each other document Ancillary Document to which the Company is or instrument executed or is required to be executed by it in connection herewith, the performance of its obligations hereunder and thereunder, a party and the consummation of the transactions contemplated hereby or and thereby, (a) have been duly and validly authorized by all necessary corporate orthe board of directors and shareholders of the Company (as applicable) in accordance with the Company Organizational Documents, in the case of Merger Sub, limited liability company, actionFBCA and any other applicable Law, and (b) no other corporate proceedings on the part of it or the holders of its Stock or, in the case of Merger Sub, its membership interests, Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the Reclassification transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company is a party shall be, when delivered, duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto and the obtainment of the Required Company Shareholder Approval, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the Company, in each case, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement and the Merger and the other transactions contemplated hereby. This Agreement has beenhereby are in the best interests of, and each other document or instrument to be executed by it in connection herewith will be, duly executed and delivered by it, and, when duly executed and delivered by the other parties hereto or thereto, constitutes, or will constitute, a legal, valid and binding obligation of it enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Parent additionally represents and warrants to the Company that the foregoing statements in this Section 3.3(a) regarding Merger Sub are true and correct.
(b) In the case of Parent, (i) it is not in violation of any provision of its certificate of incorporation (the “Parent Charter”) or its bylaws (the “Parent Bylaws”)Company, (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), and (iii) the affirmative vote of at least a majority of all outstanding shares of Parent Stock entitled to cast a vote, to approve the Reclassification approved this Agreement and the issuance of shares of Class B Stock Merger and Series A Preferred Stock (the “Parent Stock Issuance”) in the Merger, are the only votes of the holders of any class or series of Securities of Parent necessary to consummate the other transactions contemplated hereby to which Parent or any of its Retained Subsidiaries is a party.
(c) In the case of Merger Sub, (i) it is not in violation of any provision of its certificate of formation or its operating agreement, (ii) by this Agreement has been duly adopted by Parent, as the sole member of Merger Sub, in accordance with the DGCL and Merger Sub’s organizational documents, and (iii) no other vote of the holders of any class or series of Securities of Merger Sub is necessary to consummate the transactions contemplated hereby to which Merger Sub is a party.
(d) In the case of the Company, (i) it is not in violation of any provision of its certificate of incorporation (the “Company Charter”) or its bylaws (the “Company Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents)Agreement, (iii) directed that this Agreement has been duly adopted by be submitted to the holders of Company Stock in accordance with the DGCL and its organizational documents, Company’s shareholders for adoption and (iv) no other vote of resolved to recommend that the Company shareholders adopt this Agreement. The Transaction Support Agreements delivered by the Company include holders of any class or series of Securities of Company Common Shares representing at least the Required Company is necessary Shareholder Approval, and such Transaction Support Agreements are in full force and effect, subject to consummate the transactions contemplated hereby to which the Company or any of its Retained Subsidiaries is a party, except as has already been obtainedEnforceability Exceptions.
Appears in 1 contract
Sources: Business Combination Agreement (Financial Strategies Acquisition Corp.)
Authorization; Binding Agreement. (a) It The Company has the all requisite corporate or, in the case of Merger Sub, limited liability company power and authority to execute and deliver this Agreement and each other document Ancillary Document to which it is or instrument executed or is required to be executed by it in connection herewitha party, to perform its the Company’s obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Stockholder Approval. The execution and delivery by it of this Agreement and each other document Ancillary Document to which the Company is or instrument executed or is required to be executed by it in connection herewith, the performance of its obligations hereunder and thereunder, a party and the consummation of the transactions contemplated hereby or and thereby, (a) have been duly and validly authorized by all necessary corporate orthe Company’s board of directors in accordance with the Company’s Organizational Documents, in the case DGCL, any other applicable Law or any Contract to which the Company or any of Merger Subits stockholders is a party or by which it or its securities are bound and (b) other than the Required Company Stockholder Approval, limited liability company, action, and no other corporate proceedings on the part of it or the holders of its Stock or, in the case of Merger Sub, its membership interests, Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the Reclassification transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company is or is required to be a party shall be when delivered, duly and validly executed and delivered by the Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. On or prior to the date of this Agreement, the Company’s board of directors, by resolutions duly adopted at a meeting duly called and held or by unanimous written consent (i) determined that this Agreement and the Merger and the other transactions contemplated hereby. This Agreement has beenhereby are advisable, fair to, and each other document or instrument to be executed by it in connection herewith will bethe best interests of, duly executed the Company and delivered by it, and, when duly executed and delivered by the other parties hereto or thereto, constitutes, or will constitute, a legal, valid and binding obligation of it enforceable against it its stockholders in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Parent additionally represents and warrants to the Company that the foregoing statements in this Section 3.3(a) regarding Merger Sub are true and correct.
(b) In the case of Parent, (i) it is not in violation of any provision of its certificate of incorporation (the “Parent Charter”) or its bylaws (the “Parent Bylaws”)DGCL, (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), and (iii) the affirmative vote of at least a majority of all outstanding shares of Parent Stock entitled to cast a vote, to approve the Reclassification approved this Agreement and the issuance of shares of Class B Stock Merger and Series A Preferred Stock (the “Parent Stock Issuance”) in the Merger, are the only votes of the holders of any class or series of Securities of Parent necessary to consummate the other transactions contemplated hereby to which Parent or any of its Retained Subsidiaries is a party.
(c) In the case of Merger Sub, (i) it is not in violation of any provision of its certificate of formation or its operating agreement, (ii) by this Agreement has been duly adopted by Parent, as the sole member of Merger Sub, in accordance with the DGCL and Merger Subthe Company’s organizational documentsOrganizational Documents, and (iii) no directed that this Agreement and the other vote of matters required for the holders of any class or series of Securities of Merger Sub is necessary Required Company Stockholder Approval be submitted to consummate the transactions contemplated hereby to which Merger Sub is a party.
(d) In the case of the Company, ’s stockholders for adoption and approval and (iiv) it is not in violation of any provision of its certificate of incorporation resolved to recommend that the Company stockholders adopt and approve this Agreement and the other matters required for the Required Company Stockholder Approval (the “Company Charter”) or its bylaws (the “Company BylawsRecommendation”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), (iii) this Agreement has been duly adopted . The Voting Agreements delivered by the Company include holders of Company Stock in accordance with representing at least the DGCL and its organizational documentsRequired Company Stockholder Approval, and (iv) no other vote of the holders of any class or series of Securities of the Company is necessary to consummate the transactions contemplated hereby to which the Company or any of its Retained Subsidiaries is a party, except as has already been obtainedsuch Voting Agreements are in full force and effect.
Appears in 1 contract
Sources: Merger Agreement (Delwinds Insurance Acquisition Corp.)
Authorization; Binding Agreement. (a) It The Company has the all requisite corporate or, in the case of Merger Sub, limited liability company power and authority to execute and deliver this Agreement and each other document Ancillary Document to which it is or instrument executed or is required to be executed by it in connection herewitha party, to perform its the Company’s obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Approval. The execution and delivery by it of this Agreement and each other document Ancillary Document to which the Company is or instrument executed or is required to be executed by it in connection herewith, the performance of its obligations hereunder and thereunder, a party and the consummation of the transactions contemplated hereby or and thereby, (a) have been duly and validly authorized by all necessary corporate orthe board of directors of the Company in accordance with the Company’s Organizational Documents, in the case BCBCA, any other applicable Law and any Contract to which the Company or any of Merger Subits shareholders are party or by which its securities are bound and (b) other than obtaining the Required Company Approval at the Company Shareholder Meeting, limited liability companythe Interim Order and the Final Order, action, and no other corporate proceedings on the part of it or the holders of its Stock or, in the case of Merger Sub, its membership interests, Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the Reclassification and the Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been, and each other document Ancillary Document to which the Company is or instrument is required to be executed by it in connection herewith will bea party has been or shall be when delivered, duly executed and delivered by it, and, when duly validly executed and delivered by the Company Party and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto or and thereto, constitutes, or will when delivered shall constitute, a the legal, valid and binding obligation of it the Company, enforceable against it the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Parent additionally represents and warrants subject to the Company that Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the foregoing statements in this Section 3.3(a) regarding Merger Sub are true and correct.
(b) In the case of Parent, Company’s Organizational Documents (i) it is not determined that this Agreement and the Arrangement and the other transactions contemplated hereby are advisable, fair to, and in violation of any provision of its certificate of incorporation (the “Parent Charter”) or its bylaws (best interests of, the “Parent Bylaws”)Company and the Company Shareholders, (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), and (iii) the affirmative vote of at least a majority of all outstanding shares of Parent Stock entitled to cast a vote, to approve the Reclassification approved this Agreement and the issuance of shares of Class B Stock Arrangement and Series A Preferred Stock (the “Parent Stock Issuance”) in the Merger, are the only votes of the holders of any class or series of Securities of Parent necessary to consummate the other transactions contemplated hereby to which Parent or any of its Retained Subsidiaries is a party.
(c) In the case of Merger Sub, (i) it is not in violation of any provision of its certificate of formation or its operating agreement, (ii) by this Agreement has been duly adopted by Parent, as the sole member of Merger Sub, in accordance with the DGCL and Merger Sub’s organizational documents, and (iii) no other vote of the holders of any class or series of Securities of Merger Sub is necessary to consummate the transactions contemplated hereby to which Merger Sub is a party.
(d) In the case of the Company, (i) it is not in violation of any provision of its certificate of incorporation (the “Company Charter”) or its bylaws (the “Company Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents)BCBCA, (iii) directed that this Agreement has been duly adopted by be submitted to the holders of Company’s shareholders for approval at the Company Stock in accordance with the DGCL and its organizational documents, Shareholder Meeting and (iv) no other vote of resolved to recommend that the holders of any class or series of Securities of Company’s shareholders approve this Agreement. The Voting Agreements delivered by the Supporting Company is necessary to consummate the transactions contemplated hereby to which the Company or any of its Retained Subsidiaries is a party, except as has already been obtainedShareholders are in full force and effect.
Appears in 1 contract
Sources: Business Combination Agreement (Healthwell Acquisition Corp. I)
Authorization; Binding Agreement. (a) It has Subject to the requisite corporate oradoption of the Amended Pubco Organizational Documents, in and the case formation of the Merger Sub, limited liability company each of Pubco and the Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each other document or instrument executed or Ancillary Document to be executed by which it in connection herewithis a party, to perform its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by it of this Agreement and each other document or instrument executed or Ancillary Document to be executed by which it in connection herewith, the performance of its obligations hereunder and thereunder, is a party and the consummation of the transactions contemplated hereby or thereby, and thereby have been duly and validly authorized by all necessary corporate or, the board of directors of Pubco and the Merger Sub and by the Purchaser and Pubco in their capacities as the case sole stockholder of Pubco and the Merger Sub, limited liability company, actionrespectively, and there are no other proceedings corporate proceedings, other than as expressly set forth elsewhere in this Agreement (including the adoption of the Amended Pubco Organizational Documents and the ▇▇▇▇▇ Sub’s formation documents ), on the part of it Pubco or the holders of its Stock or, in the case of Merger Sub, its membership interests, Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the Reclassification and the Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been, and each other document Ancillary Document to which Pubco or instrument to the Merger Sub is a party has been or shall be executed by it in connection herewith will bewhen delivered, duly and validly executed and delivered by it, such Party and, when duly executed assuming the due authorization, execution and delivered delivery of this Agreement and such Ancillary Documents by the other parties hereto or and thereto, constitutes, or will when delivered shall constitute, a legal, the valid and binding obligation of it such Party, enforceable against it such Party in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Parent additionally represents and warrants subject to the Company that the foregoing statements in this Section 3.3(a) regarding Merger Sub are true and correctEnforceability Exceptions.
(b) In the case of Parent, (i) it is not in violation of any provision of its certificate of incorporation (the “Parent Charter”) or its bylaws (the “Parent Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), and (iii) the affirmative vote of at least a majority of all outstanding shares of Parent Stock entitled to cast a vote, to approve the Reclassification and the issuance of shares of Class B Stock and Series A Preferred Stock (the “Parent Stock Issuance”) in the Merger, are the only votes of the holders of any class or series of Securities of Parent necessary to consummate the transactions contemplated hereby to which Parent or any of its Retained Subsidiaries is a party.
(c) In the case of Merger Sub, (i) it is not in violation of any provision of its certificate of formation or its operating agreement, (ii) this Agreement has been duly adopted by Parent, as the sole member of Merger Sub, in accordance with the DGCL and Merger Sub’s organizational documents, and (iii) no other vote of the holders of any class or series of Securities of Merger Sub is necessary to consummate the transactions contemplated hereby to which Merger Sub is a party.
(d) In the case of the Company, (i) it is not in violation of any provision of its certificate of incorporation (the “Company Charter”) or its bylaws (the “Company Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), (iii) this Agreement has been duly adopted by the holders of Company Stock in accordance with the DGCL and its organizational documents, and (iv) no other vote of the holders of any class or series of Securities of the Company is necessary to consummate the transactions contemplated hereby to which the Company or any of its Retained Subsidiaries is a party, except as has already been obtained.
Appears in 1 contract
Sources: Business Combination Agreement (Relativity Acquisition Corp)
Authorization; Binding Agreement. (a) It The Company has the all requisite corporate or, in the case of Merger Sub, limited liability company power and authority to execute and deliver this Agreement and each other document Ancillary Document to which it is or instrument executed or is required to be executed by it in connection herewitha party, to perform its the Company’s obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Stockholder Approval. The execution and delivery by it of this Agreement and each other document or instrument executed or Ancillary Document to be executed by it in connection herewith, which the performance of its obligations hereunder and thereunder, Company is a party and the consummation of the transactions contemplated hereby or and thereby, (a) have been duly and validly authorized by all necessary corporate or, in the case Company’s board of Merger Sub, limited liability company, actiondirectors, and no (b) other than the Required Company Stockholder Approval, do not require any other corporate proceedings on the part of it or the holders of its Stock or, Company in the case of Merger Sub, its membership interests, are necessary order to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the Reclassification and the Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been, and each other document Ancillary Document to which the Company is or instrument is required to be executed by it in connection herewith will bea party shall be when delivered, duly executed and delivered by it, and, when duly validly executed and delivered by the Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto or and thereto, constitutes, or will when delivered shall constitute, a the legal, valid and binding obligation of it the Company, enforceable against it the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Parent additionally represents and warrants subject to the Enforceability Exceptions. The Company that the foregoing statements in this Section 3.3(a) regarding Merger Sub are true and correct.
(b) In the case of Parent, (i) it is not in violation of any provision of its certificate of incorporation (the “Parent Charter”) or its bylaws (the “Parent Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), and (iii) the affirmative vote of at least a majority of all outstanding shares of Parent Stock entitled to cast a vote, to approve the Reclassification and the issuance of shares of Class B Stock and Series A Preferred Stock (the “Parent Stock Issuance”) in the Merger, are the only votes of the holders of any class or series of Securities of Parent necessary to consummate the transactions contemplated hereby to which Parent or any of its Retained Subsidiaries is a party.
(c) In the case of Merger Sub, (i) it is not in violation of any provision of its certificate of formation or its operating agreement, (ii) this Agreement has been duly adopted by Parent, as the sole member of Merger Sub, in accordance with the DGCL and Merger Sub’s organizational documents, and (iii) no other vote of the holders of any class or series of Securities of Merger Sub is necessary to consummate the transactions contemplated hereby to which Merger Sub is a party.
(d) In the case of the Company, (i) it is not in violation of any provision of its certificate of incorporation (the “Company Charter”) or its bylaws (the “Company Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), (iii) this Agreement has been duly adopted Stockholder Support Agreements delivered by the Company include holders of Company Stock in accordance with representing at least the DGCL and its organizational documentsRequired Company Stockholder Approval, and (iv) no other vote of the holders of any class or series of Securities of the such Company is necessary to consummate the transactions contemplated hereby to which the Company or any of its Retained Subsidiaries is a party, except as has already been obtainedStockholder Support Agreements are in full force and effect.
Appears in 1 contract
Authorization; Binding Agreement. (a) It Each of Giftify and Merger Sub has the all requisite corporate or, in the case of Merger Sub, limited liability company power and authority to execute and deliver this Agreement and each the other document or instrument executed or agreements, instruments and certificates contemplated hereby to be executed by it in connection herewithwhich such Party is a party, to perform its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby. The execution execution, delivery and delivery performance by it Giftify and Merger Sub of this Agreement and each the other document or instrument executed or agreements, instruments and certificates contemplated hereby to be executed by it in connection herewith, the performance of its obligations hereunder and thereunder, which such Party is a party and the consummation by Giftify and Merger Sub of the transactions contemplated hereby or thereby, and thereby have been duly and validly authorized by all necessary requisite corporate oraction on the part of Giftify and Merger Sub (including, in without limitation, by the case boards of directors of Giftify and Merger Sub, limited liability company, action), and no other corporate proceedings on the part of it or the holders of its Stock or, in the case of Merger Sub, its membership interests, are necessary to authorize the execution, delivery or performance of this Agreement or any other agreements, instruments or certificates contemplated hereby to which such Party is a party, or to consummate the Reclassification and the Merger and the other transactions contemplated herebyhereby or thereby. This Agreement has been, been duly and each other document or instrument to be executed by it in connection herewith will be, duly validly executed and delivered by itGiftify and Merger Sub, and, when duly executed assuming the due authorization, execution and delivered delivery by the other parties hereto or theretoTakeOut7 of this Agreement, constitutes, or will constitute, this Agreement constitutes a legal, valid and binding obligation of it Giftify and Merger Sub, enforceable against it Giftify and Merger Sub in accordance with its terms, except as such to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, reorganization and moratorium or Laws and other similar Laws of general application affecting the enforcement of creditors’ rights generally generally, and by general principles the fact that equitable remedies or relief (including the remedy of equity specific performance) are subject to the discretion of the court from which such relief may be sought (regardless of whether enforceability is considered in a proceeding in equity or at lawcollectively, the “Enforceability Exceptions”). Parent additionally represents and warrants to the Company that the foregoing statements in this Section 3.3(a) regarding Merger Sub are true and correct.
(b) In the case of ParentWhen each other agreement, (i) it is not in violation of any provision of its instrument or certificate of incorporation (the “Parent Charter”) or its bylaws (the “Parent Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), and (iii) the affirmative vote of at least a majority of all outstanding shares of Parent Stock entitled to cast a vote, to approve the Reclassification and the issuance of shares of Class B Stock and Series A Preferred Stock (the “Parent Stock Issuance”) in the Merger, are the only votes of the holders of any class or series of Securities of Parent necessary to consummate the transactions contemplated hereby to which Parent Giftify or any of its Retained Subsidiaries Merger Sub is or will be a party.
(c) In the case of party has been duly executed by Giftify and/or Merger Sub, (i) it is not in violation of any provision of its certificate of formation or its operating as applicable, assuming the due authorization, execution and delivery by each other party thereto, such other agreement, (ii) this Agreement has been duly adopted by Parentinstrument or certificate will constitute a legal, valid and binding obligation of Giftify and/or Merger Sub, as the sole member of applicable, enforceable against Giftify and/or Merger Sub, as applicable, in accordance with its terms, except to the DGCL and Merger Sub’s organizational documents, and (iii) no other vote of the holders of any class or series of Securities of Merger Sub is necessary to consummate the transactions contemplated hereby to which Merger Sub is a party.
(d) In the case of the Company, (i) it is not in violation of any provision of its certificate of incorporation (the “Company Charter”) or its bylaws (the “Company Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), (iii) this Agreement has been duly adopted extent that enforceability thereof may be limited by the holders of Company Stock in accordance with the DGCL and its organizational documents, and (iv) no other vote of the holders of any class or series of Securities of the Company is necessary to consummate the transactions contemplated hereby to which the Company or any of its Retained Subsidiaries is a party, except as has already been obtainedEnforceability Exceptions.
Appears in 1 contract
Sources: Merger Agreement (Giftify, Inc.)
Authorization; Binding Agreement. (a) It The Company has the all requisite corporate or, in the case of Merger Sub, limited liability company power and authority to execute and deliver this Agreement and each other document Ancillary Document to which it is or instrument executed or is required to be executed by it in connection herewitha party, to perform its the Company’s obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and therebyContemplated Transactions. The execution and delivery by it of this Agreement and each other document Ancillary Document to which the Company is or instrument executed or is required to be executed by it in connection herewith, the performance of its obligations hereunder and thereunder, a party and the consummation of the transactions contemplated hereby or therebyContemplated Transactions, (a) have been duly and validly authorized by all necessary corporate orthe Company’s governing body in accordance with the Company’s Organizational Documents, in the case of Merger SubDGCL, limited liability company, action, any other applicable Law or any Contract to which the Company is a party or by which it or its assets are bound and (b) no other corporate proceedings on the part of it or the holders of its Stock or, in the case of Merger Sub, its membership interests, Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the Reclassification and the Merger and the other transactions contemplated herebyContemplated Transactions. This Agreement has been, and each other document Ancillary Document to which the Company is or instrument is required to be executed by it in connection herewith will bea party shall be when delivered, duly executed and delivered by it, and, when duly validly executed and delivered by the Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto or and thereto, constitutes, or will when delivered shall constitute, a the legal, valid and binding obligation of it the Company, enforceable against it the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Parent additionally represents and warrants subject to the Company that the foregoing statements in this Section 3.3(a) regarding Merger Sub are true and correct.
(b) In the case of ParentEnforceability Exceptions. The Company’s governing body, (i) it is not in violation of any provision of its certificate of incorporation (the “Parent Charter”) or its bylaws (the “Parent Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), and (iii) the affirmative vote of at least a majority of all outstanding shares of Parent Stock entitled to cast a vote, to approve the Reclassification and the issuance of shares of Class B Stock and Series A Preferred Stock (the “Parent Stock Issuance”) in the Merger, are the only votes of the holders of any class or series of Securities of Parent necessary to consummate the transactions contemplated hereby to which Parent or any of its Retained Subsidiaries is a party.
(c) In the case of Merger Sub, (i) it is not in violation of any provision of its certificate of formation or its operating agreement, (ii) this Agreement has been by resolutions duly adopted at a meeting duly called and held or by Parent, as the sole member of Merger Sub, action by unanimous written consent in accordance with the DGCL and Merger SubCompany’s organizational documents, and (iii) no other vote of the holders of any class or series of Securities of Merger Sub is necessary to consummate the transactions contemplated hereby to which Merger Sub is a party.
(d) In the case of the Company, (i) it is not in violation of any provision of its certificate of incorporation (the “Company Charter”) or its bylaws (the “Company Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), (iii) Organizational Documents approved this Agreement has been duly adopted by and the holders of Company Stock in accordance with the DGCL and its organizational documents, and (iv) no other vote of the holders of any class or series of Securities of the Company is necessary to consummate the transactions contemplated hereby Ancillary Documents to which the Company is or any of its Retained Subsidiaries is required to be a party, except as has already been obtained.
Appears in 1 contract
Sources: Merger Agreement (Denali Capital Acquisition Corp.)
Authorization; Binding Agreement. (a) It The Sponsor has the all requisite corporate or, in the case of Merger Sub, limited liability company power and authority to execute and deliver this Agreement and each other document or instrument executed or to be executed by it in connection herewithAgreement, to perform its obligations hereunder and thereunderto contemplate the transactions contemplated hereby and the Sponsor has all requisite power and authority to execute and deliver each Ancillary Document to which it is a party, to perform such its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery of this Agreement by the Sponsor and each Ancillary Document to which the Sponsor is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Sponsor in the manner required by the Organizational Documents of the Sponsor and no other proceedings, consents or approvals are necessary to authorize the execution and delivery of this Agreement by the Sponsor and each Ancillary Document to which Sponsor is a party or to consummate the transactions contemplated hereby and thereby. The execution and delivery by it of this Agreement and each other document or instrument executed or to be executed by it in connection herewith, the performance of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby or thereby, have been duly and validly authorized by all necessary corporate or, in the case of Merger Sub, limited liability company, action, and no other proceedings on the part of it or the holders of its Stock or, in the case of Merger Sub, its membership interests, are necessary to authorize this Agreement or to consummate the Reclassification and the Merger and the other transactions contemplated hereby. This Agreement has been, and each other document or instrument Ancillary Document to which the Sponsor is a party will be executed by it in connection herewith will bewhen delivered, duly executed and delivered by it, and, when duly validly executed and delivered by the Sponsor, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto or theretoand thereto (other than the Sponsor), and constitutes, or when delivered will constitute, a legal, the valid and binding obligation of it the Sponsor, enforceable against it in accordance with its terms, except as such to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, reorganization and moratorium or laws and other similar Laws laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and by general principles the fact that equitable remedies or relief (including the remedy of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Parent additionally represents and warrants specific performance) are subject to the Company that discretion of the foregoing statements in this Section 3.3(a) regarding Merger Sub are true and correct.
court from which such relief may be sought (b) In the case of Parentcollectively, (i) it is not in violation of any provision of its certificate of incorporation (the “Parent Charter”) or its bylaws (the “Parent BylawsEnforceability Exceptions”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), and (iii) the affirmative vote of at least a majority of all outstanding shares of Parent Stock entitled to cast a vote, to approve the Reclassification and the issuance of shares of Class B Stock and Series A Preferred Stock (the “Parent Stock Issuance”) in the Merger, are the only votes of the holders of any class or series of Securities of Parent necessary to consummate the transactions contemplated hereby to which Parent or any of its Retained Subsidiaries is a party.
(c) In the case of Merger Sub, (i) it is not in violation of any provision of its certificate of formation or its operating agreement, (ii) this Agreement has been duly adopted by Parent, as the sole member of Merger Sub, in accordance with the DGCL and Merger Sub’s organizational documents, and (iii) no other vote of the holders of any class or series of Securities of Merger Sub is necessary to consummate the transactions contemplated hereby to which Merger Sub is a party.
(d) In the case of the Company, (i) it is not in violation of any provision of its certificate of incorporation (the “Company Charter”) or its bylaws (the “Company Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), (iii) this Agreement has been duly adopted by the holders of Company Stock in accordance with the DGCL and its organizational documents, and (iv) no other vote of the holders of any class or series of Securities of the Company is necessary to consummate the transactions contemplated hereby to which the Company or any of its Retained Subsidiaries is a party, except as has already been obtained.
Appears in 1 contract
Sources: Securities Purchase Agreement (Global Technology Acquisition Corp. I)
Authorization; Binding Agreement. (a) It Subject to the receipt of the Requisite Member Approval and the consents and other approvals described in Section 4.05, the Company has the all requisite corporate or, in the case of Merger Sub, limited liability company power and authority to execute and deliver this Agreement and each other document Ancillary Document to which it is or instrument executed or is required to be executed by it in connection herewitha party, to perform its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by it of this Agreement and each other document Ancillary Document to which the Company is or instrument executed or is required to be executed by it in connection herewith, the performance of its obligations hereunder and thereunder, a party and the consummation of the transactions contemplated hereby or and thereby, (a) have been duly and validly authorized by all necessary corporate orthe Company’s board of managers in accordance with its Organizational Documents and (b) other than the Requisite Member Approval, in the case of Merger Sub, limited liability company, action, and no other proceedings on the part of it or the holders of its Stock or, in the case of Merger Sub, its membership interests, Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the Reclassification and the Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been, and each other document Ancillary Document to which the Company is or instrument is required to be executed by it in connection herewith will bea party shall be when delivered, duly executed and delivered by it, and, when duly validly executed and delivered by the Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto or and thereto, constitutes, or will when delivered shall constitute, a the legal, valid and binding obligation of it the Company, enforceable against it the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Parent additionally represents and warrants subject to the Company that the foregoing statements in this Section 3.3(a) regarding Merger Sub are true and correct.
(b) In the case Enforceability Exceptions. The Company’s board of Parentmanagers, by resolutions duly adopted, has (i) it is not determined that this Agreement and the Transactions, including the Contribution, are advisable, fair to, and in violation of any provision of the best interests of, the Company and its certificate of incorporation (the “Parent Charter”) or its bylaws (the “Parent Bylaws”)members, (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), and (iii) the affirmative vote of at least a majority of all outstanding shares of Parent Stock entitled to cast a vote, to approve the Reclassification and the issuance of shares of Class B Stock and Series A Preferred Stock (the “Parent Stock Issuance”) in the Merger, are the only votes of the holders of any class or series of Securities of Parent necessary to consummate the transactions contemplated hereby to which Parent or any of its Retained Subsidiaries is a party.
(c) In the case of Merger Sub, (i) it is not in violation of any provision of its certificate of formation or its operating agreement, (ii) approved this Agreement has been duly adopted by Parentand Transactions, as including the sole member of Merger Sub, in accordance with the DGCL and Merger Sub’s organizational documents, and (iii) no other vote of the holders of any class or series of Securities of Merger Sub is necessary to consummate the transactions contemplated hereby to which Merger Sub is a party.
(d) In the case of the Company, (i) it is not in violation of any provision of its certificate of incorporation (the “Company Charter”) or its bylaws (the “Company Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents)Contribution, (iii) directed that this Agreement has been duly adopted by the holders of Company Stock in accordance with the DGCL and be submitted to its organizational documents, members for adoption and (iv) no other vote of the holders of any class or series of Securities of the Company is necessary to consummate the transactions contemplated hereby to which the Company or any of recommended that its Retained Subsidiaries is a party, except as has already been obtainedmembers adopt this Agreement.
Appears in 1 contract
Sources: Business Combination Agreement (Inflection Point Acquisition Corp.)
Authorization; Binding Agreement. (a) It Each of MICT and Merger Sub has the all requisite corporate or, in the case of Merger Sub, limited liability company power and authority to execute and deliver this Agreement and each other document or instrument executed or Ancillary Document to be executed by which it in connection herewithis a party, to perform its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby, subject in the case of MICT to obtaining the Required Stockholder Approval. The execution and delivery by it of this Agreement and each other document or instrument executed or Ancillary Document to be executed by which it in connection herewith, the performance of its obligations hereunder and thereunder, is a party and the consummation of the transactions contemplated hereby or thereby, and thereby (a) have been duly and validly authorized by all necessary corporate orthe board of directors of MICT and Merger Sub and (b) other than the Required Stockholder Approval, in the case of Merger Sub, limited liability company, action, and no other proceedings corporate proceedings, other than as set forth elsewhere in this Agreement, on the part of it MICT or the holders of its Stock or, in the case of Merger Sub, its membership interests, Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which such Party is a party or to consummate the Reclassification and the Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been, and each other document Ancillary Document to which each of MICT and Merger Sub is a party has been or instrument to shall be executed by it in connection herewith will bewhen delivered, duly and validly executed and delivered by it, MICT and, when duly executed assuming the due authorization, execution and delivered delivery of this Agreement and such Ancillary Documents by the other parties hereto or and thereto, constitutes, or will when delivered shall constitute, a legal, the valid and binding obligation of it MICT and Merger Sub, enforceable against it such Party in accordance with its terms, except as such to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, reorganization and moratorium or laws and other similar Laws laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and by general principles the fact that equitable remedies or relief (including the remedy of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Parent additionally represents and warrants specific performance) are subject to the Company that discretion of the foregoing statements in this Section 3.3(a) regarding Merger Sub are true and correct.
court from which such relief may be sought (b) In the case of Parentcollectively, (i) it is not in violation of any provision of its certificate of incorporation (the “Parent Charter”) or its bylaws (the “Parent BylawsEnforceability Exceptions”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), and (iii) the affirmative vote of at least a majority of all outstanding shares of Parent Stock entitled to cast a vote, to approve the Reclassification and the issuance of shares of Class B Stock and Series A Preferred Stock (the “Parent Stock Issuance”) in the Merger, are the only votes of the holders of any class or series of Securities of Parent necessary to consummate the transactions contemplated hereby to which Parent or any of its Retained Subsidiaries is a party.
(c) In the case of Merger Sub, (i) it is not in violation of any provision of its certificate of formation or its operating agreement, (ii) this Agreement has been duly adopted by Parent, as the sole member of Merger Sub, in accordance with the DGCL and Merger Sub’s organizational documents, and (iii) no other vote of the holders of any class or series of Securities of Merger Sub is necessary to consummate the transactions contemplated hereby to which Merger Sub is a party.
(d) In the case of the Company, (i) it is not in violation of any provision of its certificate of incorporation (the “Company Charter”) or its bylaws (the “Company Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), (iii) this Agreement has been duly adopted by the holders of Company Stock in accordance with the DGCL and its organizational documents, and (iv) no other vote of the holders of any class or series of Securities of the Company is necessary to consummate the transactions contemplated hereby to which the Company or any of its Retained Subsidiaries is a party, except as has already been obtained.
Appears in 1 contract
Sources: Merger Agreement (MICT, Inc.)
Authorization; Binding Agreement. Subject to the receipt of the Requisite Shareholder Approval (a) It as defined in the Business Combination Agreement), the Target has the all requisite corporate or, in the case of Merger Sub, limited liability company power and authority to execute and deliver this Agreement and each other document Transaction Document to which it is or instrument executed or is required to be executed by it in connection herewitha party, to perform its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by it of this Agreement and each other document Transaction Document to which the Target is or instrument executed or is required to be executed by it in connection herewith, the performance of its obligations hereunder and thereunder, a party and the consummation of the transactions contemplated hereby or and thereby, (a) have been duly and validly authorized by all necessary corporate orthe Target’s board of directors in accordance with its Organizational Documents and (b) other than the Requisite Shareholder Approval, in the case of Merger Sub, limited liability company, action, and no other proceedings on the part of it or the holders of its Stock or, in the case of Merger Sub, its membership interests, Target are necessary to authorize the execution and delivery of this Agreement and each Transaction Document to which it is a party or to consummate the Reclassification and the Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been, and each other document Transaction Document to which the Target is or instrument is required to be executed by it in connection herewith will bea party shall be when delivered, duly executed and delivered by it, and, when duly validly executed and delivered by the Target and assuming the due authorization, execution and delivery of this Agreement and any such Transaction Document by the other parties hereto or and thereto, constitutes, or will when delivered shall constitute, a the legal, valid and binding obligation of it the Target, enforceable against it the Target in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Parent additionally represents and warrants subject to the Company that the foregoing statements in this Section 3.3(a) regarding Merger Sub are true and correct.
(b) In the case Enforceability Exceptions. The Target’s board of Parentdirectors, by resolutions duly adopted, has (i) it is not determined that this Agreement and the Transactions are advisable, fair to, and in violation of any provision of the best interests of, the Target and its certificate of incorporation (the “Parent Charter”) or its bylaws (the “Parent Bylaws”)shareholders, (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), and (iii) the affirmative vote of at least a majority of all outstanding shares of Parent Stock entitled to cast a vote, to approve the Reclassification approved this Agreement and the issuance of shares of Class B Stock and Series A Preferred Stock (the “Parent Stock Issuance”) in the Merger, are the only votes of the holders of any class or series of Securities of Parent necessary to consummate the transactions contemplated hereby to which Parent or any of its Retained Subsidiaries is a party.
(c) In the case of Merger Sub, (i) it is not in violation of any provision of its certificate of formation or its operating agreement, (ii) this Agreement has been duly adopted by Parent, as the sole member of Merger Sub, in accordance with the DGCL and Merger Sub’s organizational documents, and (iii) no other vote of the holders of any class or series of Securities of Merger Sub is necessary to consummate the transactions contemplated hereby to which Merger Sub is a party.
(d) In the case of the Company, (i) it is not in violation of any provision of its certificate of incorporation (the “Company Charter”) or its bylaws (the “Company Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents)Transactions, (iii) directed that this Agreement has been duly adopted by the holders of Company Stock in accordance with the DGCL and be submitted to its organizational documents, shareholders for adoption and (iv) no other vote of the holders of any class or series of Securities of the Company is necessary to consummate the transactions contemplated hereby to which the Company or any of recommended that its Retained Subsidiaries is a party, except as has already been obtainedshareholders adopt this Agreement.
Appears in 1 contract
Sources: Securities Purchase Agreement (Bleichroeder Acquisition Corp. I)
Authorization; Binding Agreement. (a) It The SPAC has the all requisite corporate or, in the case of Merger Sub, limited liability company power and authority to execute and deliver this Agreement and each other document or instrument executed or Ancillary Document to be executed by which it in connection herewithis a party, to perform its the SPAC’s obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required SPAC Shareholder Approval. The execution and delivery by it of this Agreement and each other document or instrument executed or Ancillary Document to be executed by which it in connection herewith, the performance of its obligations hereunder and thereunder, is a party and the consummation of the transactions contemplated hereby or thereby, and thereby (a) have been duly and validly authorized by the board of directors of the SPAC in accordance with the SPAC’s Organizational Documents, all necessary applicable Law or any Contract to which the SPAC or any of its shareholders is a party or by which it or its securities are bound, and (b) other than the Required SPAC Shareholder Approval, no other corporate orproceedings, other than as set forth elsewhere in the case of Merger SubAgreement, limited liability company, action, and no other proceedings on the part of it or the holders of its Stock or, in the case of Merger Sub, its membership interests, SPAC are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the Reclassification and the Merger and the other transactions contemplated herebyhereby and thereby, other than the SPAC Continuance. This Agreement has been, and each other document or instrument Ancillary Document to which the SPAC is a party shall be executed by it in connection herewith will bewhen delivered, duly executed and delivered by it, and, when duly validly executed and delivered by the SPAC and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties Parties hereto or and thereto, constitutes, or will when delivered shall constitute, a the legal, valid and binding obligation of it the SPAC, enforceable against it the SPAC in accordance with its terms, except as such to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, reorganization and moratorium or laws and other similar Laws laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and by general principles the fact that equitable remedies or relief (including the remedy of equity specific performance) are subject to the discretion of the court from which such relief may be sought (regardless of whether enforceability is considered in a proceeding in equity or at lawcollectively, the “Enforceability Exceptions”). Parent additionally represents The SPAC’s board of directors, by resolutions duly adopted at a meeting duly called and warrants to the Company that the foregoing statements in this Section 3.3(a) regarding Merger Sub are true and correct.
(b) In the case of Parent, held (i) it is not determined that this Agreement, the SPAC Continuance and the Amalgamation and the other transactions contemplated hereby are advisable, fair to, and in violation of any provision of the best interests of, the SPAC and its certificate of incorporation (the “Parent Charter”) or its bylaws (the “Parent Bylaws”)shareholders, (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents)approved this Agreement, and (iii) the affirmative vote of at least a majority of all outstanding shares of Parent Stock entitled to cast a vote, to approve the Reclassification SPAC Continuance and the issuance of shares of Class B Stock Amalgamation and Series A Preferred Stock (the “Parent Stock Issuance”) in the Merger, are the only votes of the holders of any class or series of Securities of Parent necessary to consummate the other transactions contemplated hereby to which Parent or any of its Retained Subsidiaries is a party.
(c) In the case of Merger Sub, (i) it is not in violation of any provision of its certificate of formation or its operating agreement, (ii) by this Agreement has been duly adopted by Parent, as the sole member of Merger Sub, in accordance with the DGCL and Merger Sub’s organizational documents, and (iii) no other vote applicable provisions of the holders of any class or series of Securities of Merger Sub is necessary to consummate the transactions contemplated hereby to which Merger Sub is a party.
(d) In the case of the Company, (i) it is not in violation of any provision of its certificate of incorporation (the “Company Charter”) or its bylaws (the “Company Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents)Companies Law, (iii) directed that this Agreement has been duly adopted by be submitted to the holders of Company Stock in accordance with the DGCL and its organizational documents, SPAC’s shareholders for adoption and (iv) no other vote of resolved to recommend that the holders of any class or series of Securities of the Company is necessary to consummate the transactions contemplated hereby to which the Company or any of its Retained Subsidiaries is a party, except as has already been obtainedSPAC’s shareholders approve and adopt this Agreement.
Appears in 1 contract
Sources: Business Combination Agreement (Pono Capital Three, Inc.)
Authorization; Binding Agreement. (a) It The Company has the all requisite corporate or, in the case of Merger Sub, limited liability company power and authority to execute and deliver this Agreement and each other document Ancillary Document to which it is or instrument executed or is required to be executed by it in connection herewitha party, to perform its the Company’s obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Stockholder Approval. The execution and delivery by it of this Agreement and each other document Ancillary Document to which the Company is or instrument executed or is required to be executed by it in connection herewith, the performance of its obligations hereunder and thereunder, a party and the consummation of the transactions contemplated hereby or and thereby, (a) have been duly and validly authorized by all necessary corporate orthe Company’s board of directors in accordance with the Company’s Organizational Documents, in the case DGCL, any other applicable Law or any Contract to which the Company or any of Merger Subits shareholders is a party or by which it or its securities are bound and (b) other than the Required Company Stockholder Approval, limited liability company, action, and no other corporate proceedings on the part of it or the holders of its Stock or, in the case of Merger Sub, its membership interests, Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the Reclassification and the Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been, and each other document Ancillary Document to which the Company is or instrument is required to be executed by it in connection herewith will bea party shall be when delivered, duly executed and delivered by it, and, when duly validly executed and delivered by the Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto or and thereto, constitutes, or will when delivered shall constitute, a the legal, valid and binding obligation of it the Company, enforceable against it the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Parent additionally represents and warrants subject to the Company that the foregoing statements in this Section 3.3(a) regarding Merger Sub are true Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted at a meeting duly called and correct.
(b) In the case of Parent, held (i) it is not determined that this Agreement and the Mergers and the other transactions contemplated hereby are advisable, fair to, and in violation of any provision of the best interests of, the Company and its certificate of incorporation (the “Parent Charter”) or its bylaws (the “Parent Bylaws”)stockholders, (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), and (iii) the affirmative vote of at least a majority of all outstanding shares of Parent Stock entitled to cast a vote, to approve the Reclassification approved this Agreement and the issuance of shares of Class B Stock Mergers and Series A Preferred Stock (the “Parent Stock Issuance”) in the Merger, are the only votes of the holders of any class or series of Securities of Parent necessary to consummate the other transactions contemplated hereby to which Parent or any of its Retained Subsidiaries is a party.
(c) In the case of Merger Sub, (i) it is not in violation of any provision of its certificate of formation or its operating agreement, (ii) by this Agreement has been duly adopted by Parent, as the sole member of Merger Sub, in accordance with the DGCL and Merger Sub’s organizational documents, and (iii) no other vote of the holders of any class or series of Securities of Merger Sub is necessary to consummate the transactions contemplated hereby to which Merger Sub is a party.
(d) In the case of the Company, (i) it is not in violation of any provision of its certificate of incorporation (the “Company Charter”) or its bylaws (the “Company Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents)DGCL, (iii) directed that this Agreement has been duly adopted be submitted to the Company’s stockholders for adoption and (iv) resolved to recommend that the Company stockholders adopt this Agreement. The Voting Agreements delivered by the Company include holders of Company Stock in accordance with representing at least the DGCL and its organizational documentsRequired Company Stockholder Approval, and (iv) no other vote of the holders of any class or series of Securities of the Company is necessary to consummate the transactions contemplated hereby to which the Company or any of its Retained Subsidiaries is a party, except as has already been obtainedsuch Voting Agreements are in full force and effect.
Appears in 1 contract
Sources: Merger Agreement (Americas Technology Acquisition Corp.)
Authorization; Binding Agreement. (a) It SPAC has the all requisite corporate or, in the case of Merger Sub, limited liability company power and authority to execute and deliver this Agreement and each other document or instrument executed or Ancillary Document to be executed by which it in connection herewithis a party, to perform its obligations hereunder and thereunder, thereunder and to consummate the transactions Transactions contemplated hereby and thereby, subject to obtaining the Required Shareholder Approval. The execution and delivery by it of this Agreement and each other document or instrument executed or Ancillary Document to be executed by which it in connection herewith, the performance of its obligations hereunder and thereunder, is a party and the consummation of the transactions Transactions contemplated hereby or thereby, and thereby have been duly and validly authorized by all necessary corporate orthe SPAC Board and, in other than obtaining the case of Merger SubRequired Shareholder Approval, limited liability company, action, and no other proceedings corporate proceedings, other than as set forth elsewhere in this Agreement, on the part of it or the holders of its Stock or, in the case of Merger Sub, its membership interests, SPAC are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the Reclassification Transactions contemplated hereby and the Merger and the other transactions contemplated herebythereby. This Agreement has been, and each other document Ancillary Document to which SPAC is a party has been or instrument to shall be executed by it in connection herewith will bewhen delivered, duly and validly executed and delivered by it, SPAC and, when duly executed assuming the due authorization, execution and delivered delivery of this Agreement and such Ancillary Documents by the other Parties and other parties hereto or thereto, constitutes, or will when delivered shall constitute, a legal, the valid and binding obligation of it SPAC, enforceable against it SPAC in accordance with its terms, except as such to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, reorganization and moratorium or laws and other similar Laws laws of general application affecting the enforcement of creditors’ rights generally and by subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at lawcollectively, the “Enforceability Exceptions”). Parent additionally represents The SPAC Board, either (A) at a duly called and warrants to the Company that the foregoing statements in this Section 3.3(aheld meeting or (B) regarding Merger Sub are true and correct.
(b) In the case by way of Parentwritten resolution, has unanimously (i) it is not determined that this Agreement and the SPAC Merger and the other Transactions contemplated hereby are advisable, fair to, and in violation of any provision of the best interests of, SPAC and its certificate of incorporation (the “Parent Charter”) or its bylaws (the “Parent Bylaws”)shareholders, (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents)approved this Agreement, and (iii) the affirmative vote of at least a majority of all outstanding shares of Parent Stock entitled to cast a vote, to approve the Reclassification SPAC Merger and the issuance of shares of Class B Stock and Series A Preferred Stock (the “Parent Stock Issuance”) in the Merger, are the only votes of the holders of any class or series of Securities of Parent necessary to consummate the transactions other Transactions contemplated hereby to which Parent or any of its Retained Subsidiaries is a party.
(c) In the case of Merger Sub, (i) it is not in violation of any provision of its certificate of formation or its operating agreement, (ii) this Agreement has been duly adopted by Parent, as the sole member of Merger Sub, and thereby in accordance with the DGCL Cayman Act and Merger Sub’s organizational documents, the SPAC Memorandum and (iii) no other vote of the holders of any class or series of Securities of Merger Sub is necessary to consummate the transactions contemplated hereby to which Merger Sub is a party.
(d) In the case of the Company, (i) it is not in violation of any provision of its certificate of incorporation (the “Company Charter”) or its bylaws (the “Company Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents)Articles, (iii) approved the Transactions as a Business Combination, (iv) directed that this Agreement has been duly adopted by and the holders of Company Stock in accordance with SPAC Shareholder Approval Matters be submitted to the DGCL SPAC Shareholders for adoption and its organizational documentsapproval, and (ivv) no other vote of resolved to recommend that the holders of any class or series of Securities of SPAC Shareholders adopt this Agreement and the Company is necessary to consummate the transactions contemplated hereby to which the Company or any of its Retained Subsidiaries is a party, except as has already been obtainedSPAC Shareholder Approval Matters.
Appears in 1 contract
Sources: Business Combination Agreement (Cantor Equity Partners, Inc.)
Authorization; Binding Agreement. (a) It The Company has the all requisite corporate or, in the case of Merger Sub, limited liability company power and authority to execute and deliver this Agreement and each other document Ancillary Document to which it is or instrument executed or is required to be executed by it in connection herewitha party, to perform its the Company’s obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by it of this Agreement and each other document Ancillary Document to which the Company is or instrument executed or is required to be executed by it in connection herewith, the performance of its obligations hereunder and thereunder, a party and the consummation of the transactions contemplated hereby or and thereby, (a) have been duly and validly authorized by all necessary corporate (or, in the case of Merger SubAncillary Documents to be entered into at or prior to Closing, limited liability companywill be) duly and validly authorized by the board of directors and shareholders of the Company in accordance with the Company’s Organizational Documents, action, the UK Act and any other applicable Law and (b) no other corporate proceedings on the part of it or the holders of its Stock or, in the case of Merger Sub, its membership interests, Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the Reclassification and the Merger and the other transactions contemplated herebyhereby and thereby (other than the filing and recordation of appropriate merger documents as required by the Cayman Act). This Agreement has been, and each other document Ancillary Document to which the Company is or instrument is required to be executed by it in connection herewith will bea party shall be when delivered, duly executed and delivered by it, and, when duly validly executed and delivered by the Company and, assuming, the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto or and thereto, constitutes, or will when delivered shall constitute, a the legal, valid and binding obligation of it the Company, enforceable against it the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Parent additionally represents and warrants subject to the Company that the foregoing statements in this Section 3.3(a) regarding Merger Sub are true Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted unanimously at a meeting duly called and correct.
(b) In the case of Parent, held (i) it is not determined that this Agreement and the Transactions are advisable, fair to, and in violation of any provision of its certificate of incorporation (the “Parent Charter”) or its bylaws (best interests of, the “Parent Bylaws”)Company and the Sellers, (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), and (iii) the affirmative vote of at least a majority of all outstanding shares of Parent Stock entitled to cast a vote, to approve the Reclassification approved this Agreement and the issuance of shares of Class B Stock and Series A Preferred Stock (the “Parent Stock Issuance”) in the Merger, are the only votes of the holders of any class or series of Securities of Parent necessary to consummate the transactions contemplated hereby to which Parent or any of its Retained Subsidiaries is a party.
(c) In the case of Merger Sub, (i) it is not in violation of any provision of its certificate of formation or its operating agreement, (ii) this Agreement has been duly adopted by Parent, as the sole member of Merger Sub, Transactions in accordance with the DGCL Company’s Organizational Documents and Merger Sub’s organizational documents, and (iii) no other vote of the holders of any class or series of Securities of Merger Sub is necessary to consummate the transactions contemplated hereby to which Merger Sub is a party.
(d) In the case of the Company, (i) it is not in violation of any provision of its certificate of incorporation (the “Company Charter”) or its bylaws (the “Company Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents)UK Act, (iii) directed that this Agreement has been duly adopted by and the holders of Company Stock in accordance with Transactions be submitted to the DGCL and its organizational documentsSellers for adoption, and (iv) no other vote of resolved to recommend that the holders of any class or series of Securities of Sellers adopt this Agreement and the Company is necessary to consummate the transactions contemplated hereby to which the Company or any of its Retained Subsidiaries is a party, except as has already been obtainedTransactions.
Appears in 1 contract
Sources: Business Combination Agreement (Compass Digital Acquisition Corp.)
Authorization; Binding Agreement. (a) It Subject to filing the Amended Pubco Charter, each of Pubco and Merger Subs has the all requisite corporate or, in the case of Merger Sub, limited liability company power and authority to execute and deliver this Agreement and each other document or instrument executed or Ancillary Document to be executed by which it in connection herewithis a party, to perform its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by it of this Agreement and each other document or instrument executed or Ancillary Document to be executed by which it in connection herewith, the performance of its obligations hereunder and thereunder, is a party and the consummation of the transactions contemplated hereby or thereby, and thereby have been duly and validly authorized by all necessary corporate or, in the case board of directors and shareholders of Pubco and Merger Sub, limited liability company, action, Subs and no other proceedings corporate proceedings, other than as expressly set forth elsewhere in the Agreement (including the filing of the Amended Pubco Charter), on the part of it Pubco or the holders of its Stock or, in the case of either Merger Sub, its membership interests, Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the Reclassification and the Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been, and each other document Ancillary Document to which Pubco or instrument to either Merger Sub is a party has been or shall be executed by it in connection herewith will bewhen delivered, duly and validly executed and delivered by it, such Party and, when duly executed assuming the due authorization, execution and delivered delivery of this Agreement and such Ancillary Documents by the other parties hereto or and thereto, constitutes, or will when delivered shall constitute, a legal, the valid and binding obligation of it such Party, enforceable against it such Party in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Parent additionally represents and warrants subject to the Company that the foregoing statements in this Section 3.3(a) regarding Merger Sub are true and correctEnforceability Exceptions.
(b) In the case of Parent, (i) it is not in violation of any provision of its certificate of incorporation (the “Parent Charter”) or its bylaws (the “Parent Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), and (iii) the affirmative vote of at least a majority of all outstanding shares of Parent Stock entitled to cast a vote, to approve the Reclassification and the issuance of shares of Class B Stock and Series A Preferred Stock (the “Parent Stock Issuance”) in the Merger, are the only votes of the holders of any class or series of Securities of Parent necessary to consummate the transactions contemplated hereby to which Parent or any of its Retained Subsidiaries is a party.
(c) In the case of Merger Sub, (i) it is not in violation of any provision of its certificate of formation or its operating agreement, (ii) this Agreement has been duly adopted by Parent, as the sole member of Merger Sub, in accordance with the DGCL and Merger Sub’s organizational documents, and (iii) no other vote of the holders of any class or series of Securities of Merger Sub is necessary to consummate the transactions contemplated hereby to which Merger Sub is a party.
(d) In the case of the Company, (i) it is not in violation of any provision of its certificate of incorporation (the “Company Charter”) or its bylaws (the “Company Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), (iii) this Agreement has been duly adopted by the holders of Company Stock in accordance with the DGCL and its organizational documents, and (iv) no other vote of the holders of any class or series of Securities of the Company is necessary to consummate the transactions contemplated hereby to which the Company or any of its Retained Subsidiaries is a party, except as has already been obtained.
Appears in 1 contract
Sources: Business Combination Agreement (Far Peak Acquisition Corp)
Authorization; Binding Agreement. (a) It has Subject to the filing of the First Merger Documents and the Second Merger Documents and the receipt of the requisite shareholder approvals required under the applicable Cayman Law, (i) each of Pubco, First Merger Sub and Second Merger Sub has all requisite corporate or, in the case of Merger Sub, limited liability company power and authority to execute and deliver this Agreement and each other document or instrument executed or Ancillary Document to be executed by which it in connection herewithis a party, to perform its obligations hereunder and thereunder, thereunder and to consummate the transactions Transactions contemplated hereby and thereby. The , and (ii) the execution and delivery by it of this Agreement and each other document or instrument executed or Ancillary Document to be executed by it in connection herewithwhich each of Pubco, the performance of its obligations hereunder First Merger Sub and thereunder, Second Merger Sub is a party and the consummation of the transactions Transactions contemplated hereby or thereby, and thereby have been duly and validly authorized by all necessary corporate or, in the case of Merger Sub, limited liability company, action, actions and no other proceedings corporate proceedings, other than as expressly set forth elsewhere in the Agreement (including the filing of the First Merger Documents, the Second Merger Documents and the Amended Pubco Charter), on the part of it Pubco, First Merger Sub or the holders of its Stock or, in the case of Second Merger Sub, its membership interests, Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which each of Pubco, First Merger Sub and Second Merger Sub is a party or to consummate the Reclassification Transactions contemplated hereby and the Merger and the other transactions contemplated herebythereby. This Agreement has been, and each other document Ancillary Document to which Pubco, First Merger Sub or instrument to Second Merger Sub is a party has been or shall be executed by it in connection herewith will bewhen delivered, duly and validly executed and delivered by it, such Party and, when duly executed assuming the due authorization, execution and delivered delivery of this Agreement and such Ancillary Documents by the other parties hereto or and thereto, constitutes, or will when delivered shall constitute, a legal, the valid and binding obligation of it such Party, enforceable against it such Party in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Parent additionally represents and warrants subject to the Company that the foregoing statements in this Section 3.3(a) regarding Merger Sub are true and correctEnforceability Exceptions.
(b) In the case of Parent, (i) it is not in violation of any provision of its certificate of incorporation (the “Parent Charter”) or its bylaws (the “Parent Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), and (iii) the affirmative vote of at least a majority of all outstanding shares of Parent Stock entitled to cast a vote, to approve the Reclassification and the issuance of shares of Class B Stock and Series A Preferred Stock (the “Parent Stock Issuance”) in the Merger, are the only votes of the holders of any class or series of Securities of Parent necessary to consummate the transactions contemplated hereby to which Parent or any of its Retained Subsidiaries is a party.
(c) In the case of Merger Sub, (i) it is not in violation of any provision of its certificate of formation or its operating agreement, (ii) this Agreement has been duly adopted by Parent, as the sole member of Merger Sub, in accordance with the DGCL and Merger Sub’s organizational documents, and (iii) no other vote of the holders of any class or series of Securities of Merger Sub is necessary to consummate the transactions contemplated hereby to which Merger Sub is a party.
(d) In the case of the Company, (i) it is not in violation of any provision of its certificate of incorporation (the “Company Charter”) or its bylaws (the “Company Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), (iii) this Agreement has been duly adopted by the holders of Company Stock in accordance with the DGCL and its organizational documents, and (iv) no other vote of the holders of any class or series of Securities of the Company is necessary to consummate the transactions contemplated hereby to which the Company or any of its Retained Subsidiaries is a party, except as has already been obtained.
Appears in 1 contract
Sources: Business Combination Agreement (Aimei Health Technology Co., Ltd.)
Authorization; Binding Agreement. (a) It Subject to filing the Amended Pubco Charter, each of Pubco and Merger Sub has the all requisite corporate or, in the case of Merger Sub, limited liability company power and authority to execute and deliver this Agreement and each other document or instrument executed or Ancillary Document to be executed by which it in connection herewithis a party, to perform its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by it of this Agreement and each other document or instrument executed or Ancillary Document to be executed by which it in connection herewith, the performance of its obligations hereunder and thereunder, is a party and the consummation of the transactions contemplated hereby or thereby, and thereby have been duly and validly authorized by all necessary corporate or, in the case board of directors and shareholders of Pubco and Merger Sub, limited liability company, action, Sub and no other proceedings corporate proceedings, other than as expressly set forth elsewhere in this Agreement (including the filing of the Amended Pubco Charter), on the part of it Pubco or the holders of its Stock or, in the case of Merger Sub, its membership interests, Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the Reclassification and the Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been, and each other document Ancillary Document to which Pubco or instrument to Merger Sub is a party has been or shall be executed by it in connection herewith will bewhen delivered, duly and validly executed and delivered by it, such Party and, when duly executed assuming the due authorization, execution and delivered delivery of this Agreement and such Ancillary Documents by the other parties hereto or and thereto, constitutes, or will when delivered shall constitute, a legal, the valid and binding obligation of it such Party, enforceable against it such Party in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Parent additionally represents and warrants subject to the Company that the foregoing statements in this Section 3.3(a) regarding Merger Sub are true and correctEnforceability Exceptions.
(b) In the case of Parent, (i) it is not in violation of any provision of its certificate of incorporation (the “Parent Charter”) or its bylaws (the “Parent Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), and (iii) the affirmative vote of at least a majority of all outstanding shares of Parent Stock entitled to cast a vote, to approve the Reclassification and the issuance of shares of Class B Stock and Series A Preferred Stock (the “Parent Stock Issuance”) in the Merger, are the only votes of the holders of any class or series of Securities of Parent necessary to consummate the transactions contemplated hereby to which Parent or any of its Retained Subsidiaries is a party.
(c) In the case of Merger Sub, (i) it is not in violation of any provision of its certificate of formation or its operating agreement, (ii) this Agreement has been duly adopted by Parent, as the sole member of Merger Sub, in accordance with the DGCL and Merger Sub’s organizational documents, and (iii) no other vote of the holders of any class or series of Securities of Merger Sub is necessary to consummate the transactions contemplated hereby to which Merger Sub is a party.
(d) In the case of the Company, (i) it is not in violation of any provision of its certificate of incorporation (the “Company Charter”) or its bylaws (the “Company Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), (iii) this Agreement has been duly adopted by the holders of Company Stock in accordance with the DGCL and its organizational documents, and (iv) no other vote of the holders of any class or series of Securities of the Company is necessary to consummate the transactions contemplated hereby to which the Company or any of its Retained Subsidiaries is a party, except as has already been obtained.
Appears in 1 contract
Sources: Business Combination Agreement (Evo Acquisition Corp)
Authorization; Binding Agreement. (a) It has The Company, the Seller, and the Seller Parent each have all requisite corporate or, in the case of Merger Sub, limited liability company power and authority or corporate power and authority, as applicable, to execute and deliver this Agreement and each other document Ancillary Document to which it is or instrument executed or is required to be executed by it in connection herewitha party, to perform its the Company’s, the Seller’s, or the Seller Parent’s obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Seller Approval and the Required Company Approval. The execution and delivery by it of this Agreement and each other document Ancillary Document to which the Company, the Seller, or instrument executed the Seller Parent is or is required to be executed by it in connection herewith, the performance of its obligations hereunder and thereunder, a party and the consummation of the transactions contemplated hereby or and thereby, (a) have been duly and validly authorized by all necessary corporate orthe Company’s and the Seller’s respective managers in accordance with the Company’s and the Seller’s respective Organizational Documents, in the case of Merger SubCCUA, the CCAA, any other applicable Law or any Contract to which the Company, the Seller, or the Seller Parent is a party or by which they or their respective securities are bound and (b) other than the Required Seller Approval and the Required Company Approval and such approvals as required by Seller’s Parent, no other limited liability companycompany or corporate proceedings, actionas applicable, and no other proceedings on the part of it the Company, the Seller, or the holders of its Stock or, in the case of Merger Sub, its membership interests, Seller Parent are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the Reclassification and the Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been, and each other document Ancillary Document to which the Company, the Seller, or instrument the Seller Parent is or is required to be executed by it in connection herewith will bea party shall be when delivered, duly executed and delivered by it, and, when duly validly executed and delivered by the Company, the Seller, or the Seller Parent, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto or and thereto, constitutes, or will when delivered shall constitute, a the legal, valid and binding obligation of it the Company, the Seller, and the Seller Parent, enforceable against it the Company, the Seller, and the Seller Parent in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Parent additionally represents and warrants subject to the Company that Enforceability Exceptions. The Company’s and the foregoing statements in this Section 3.3(a) regarding Merger Sub are true Seller’s respective managers, by resolutions duly adopted at meetings duly called and correct.
(b) In the case of Parent, held (i) it is not determined that this Agreement and the Purchase and the other transactions contemplated hereby are advisable, fair to, and in violation of any provision of its certificate of incorporation (the “Parent Charter”) or its bylaws (best interests of, the “Parent Bylaws”)Company, the Seller, and their respective members, (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), and (iii) the affirmative vote of at least a majority of all outstanding shares of Parent Stock entitled to cast a vote, to approve the Reclassification approved this Agreement and the issuance of shares of Class B Stock Purchase and Series A Preferred Stock (the “Parent Stock Issuance”) in the Merger, are the only votes of the holders of any class or series of Securities of Parent necessary to consummate the other transactions contemplated hereby to which Parent or any of its Retained Subsidiaries is a party.
(c) In the case of Merger Sub, (i) it is not in violation of any provision of its certificate of formation or its operating agreement, (ii) by this Agreement has been duly adopted by Parent, as the sole member of Merger Sub, in accordance with the DGCL and Merger Sub’s organizational documents, and (iii) no other vote of the holders of any class or series of Securities of Merger Sub is necessary to consummate the transactions contemplated hereby to which Merger Sub is a party.
(d) In the case of the Company, (i) it is not in violation of any provision of its certificate of incorporation (the “Company Charter”) or its bylaws (the “Company Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents)CCAA, (iii) directed that this Agreement has been duly adopted by be submitted to the holders of Company Stock in accordance with Company’s and the DGCL and its organizational documentsSeller’s respective members for adoption, if necessary, and (iv) no other vote of the holders of any class or series of Securities of resolved to recommend that the Company is necessary to consummate and the transactions contemplated hereby to which the Company or any of its Retained Subsidiaries is a party, except as has already been obtainedSeller members adopt this Agreement.
Appears in 1 contract
Sources: Unit Purchase Agreement (Northern Lights Acquisition Corp.)
Authorization; Binding Agreement. The execution and delivery of this Agreement and each Ancillary Document to which Purchaser is a party and the consummation of the transactions contemplated hereby and thereby (a) It have been duly and validly authorized by the board of directors of Purchaser, and (b) no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of Purchaser is necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Purchaser is a party has been or shall be when delivered, duly and validly executed and delivered by Purchaser, as the case may be, and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered by Purchaser shall constitute, the valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms. Each of Seller and the Company has all requisite corporate or, in the case of Merger Sub, limited liability company power and authority to execute and deliver this Agreement and each other document or instrument executed or Ancillary Document to be executed by which it in connection herewith, to is a party and perform its obligations hereunder and thereunder, as applicable, and to consummate the transactions contemplated hereby and thereby. The Each of Seller and the Company have taken all corporate and shareholder action necessary to duly and validly authorize the execution and delivery by it of this Agreement and each other document Ancillary Document to which Seller or instrument executed or the Company is a party and to be executed by it in connection herewith, the performance of its obligations hereunder and thereunder, and authorize the consummation of the transactions contemplated hereby or and thereby, have been duly and validly authorized by all necessary corporate or, in the case of Merger Sub, limited liability company, action, and no other proceedings on the part of it or the holders of its Stock or, in the case of Merger Sub, its membership interests, are necessary to authorize this Agreement or to consummate the Reclassification and the Merger and the other transactions contemplated hereby. This Agreement has been, and each other document or instrument to be executed by it in connection herewith will be, been duly executed and delivered by it, and, when duly executed Seller and delivered by the other parties hereto or thereto, constitutes, or will constitute, Company and is a legal, valid and binding obligation agreement of it Seller and the Company, enforceable against it each of Seller and the Company in accordance with its terms, in each case except as such to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, reorganization and moratorium or laws and other similar Laws laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and by general principles the fact that equitable remedies or relief (including the remedy of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Parent additionally represents and warrants specific performance) are subject to the Company that discretion of the foregoing statements in this Section 3.3(a) regarding Merger Sub are true and correct.
court from which such relief may be sought (b) In the case of Parentcollectively, (i) it is not in violation of any provision of its certificate of incorporation (the “Parent Charter”) or its bylaws (the “Parent BylawsEnforceability Exceptions”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), and (iii) the affirmative vote of at least a majority of all outstanding shares of Parent Stock entitled to cast a vote, to approve the Reclassification and the issuance of shares of Class B Stock and Series A Preferred Stock (the “Parent Stock Issuance”) in the Merger, are the only votes of the holders of any class or series of Securities of Parent necessary to consummate the transactions contemplated hereby to which Parent or any of its Retained Subsidiaries is a party.
(c) In the case of Merger Sub, (i) it is not in violation of any provision of its certificate of formation or its operating agreement, (ii) this Agreement has been duly adopted by Parent, as the sole member of Merger Sub, in accordance with the DGCL and Merger Sub’s organizational documents, and (iii) no other vote of the holders of any class or series of Securities of Merger Sub is necessary to consummate the transactions contemplated hereby to which Merger Sub is a party.
(d) In the case of the Company, (i) it is not in violation of any provision of its certificate of incorporation (the “Company Charter”) or its bylaws (the “Company Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), (iii) this Agreement has been duly adopted by the holders of Company Stock in accordance with the DGCL and its organizational documents, and (iv) no other vote of the holders of any class or series of Securities of the Company is necessary to consummate the transactions contemplated hereby to which the Company or any of its Retained Subsidiaries is a party, except as has already been obtained.
Appears in 1 contract
Sources: Share Exchange Agreement (Lm Funding America, Inc.)
Authorization; Binding Agreement. (a) It Subject to the receipt of the Requisite Shareholder Approval, the Company has the all requisite corporate or, in the case of Merger Sub, limited liability company power and authority to execute and deliver this Agreement and each other document Ancillary Document to which it is or instrument executed or is required to be executed by it in connection herewitha party, to perform its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by it of this Agreement and each other document Ancillary Document to which the Company is or instrument executed or is required to be executed by it in connection herewith, the performance of its obligations hereunder and thereunder, a party and the consummation of the transactions contemplated hereby or and thereby, (a) have been duly and validly authorized by all necessary corporate orthe Company’s board of directors in accordance with its Organizational Documents and (b) other than the Requisite Shareholder Approval, in the case of Merger Sub, limited liability company, action, and no other proceedings on the part of it or the holders of its Stock or, in the case of Merger Sub, its membership interests, Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the Reclassification and the Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been, and each other document Ancillary Document to which the Company is or instrument is required to be executed by it in connection herewith will bea party shall be when delivered, duly executed and delivered by it, and, when duly validly executed and delivered by the Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto or and thereto, constitutes, or will when delivered shall constitute, a the legal, valid and binding obligation of it the Company, enforceable against it the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Parent additionally represents and warrants subject to the Company that the foregoing statements in this Section 3.3(a) regarding Merger Sub are true and correct.
(b) In the case Enforceability Exceptions. The Company’s board of Parentdirectors, by resolutions duly adopted, has (i) it is not determined that this Agreement and the Transactions are advisable, fair to, and in violation of any provision of the best interests of, the Company and its certificate of incorporation (the “Parent Charter”) or its bylaws (the “Parent Bylaws”)shareholders, (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), and (iii) the affirmative vote of at least a majority of all outstanding shares of Parent Stock entitled to cast a vote, to approve the Reclassification and the issuance of shares of Class B Stock and Series A Preferred Stock (the “Parent Stock Issuance”) in the Merger, are the only votes of the holders of any class or series of Securities of Parent necessary to consummate the transactions contemplated hereby to which Parent or any of its Retained Subsidiaries is a party.
(c) In the case of Merger Sub, (i) it is not in violation of any provision of its certificate of formation or its operating agreement, (ii) approved this Agreement has been duly adopted by Parent, as the sole member of Merger Sub, in accordance with the DGCL and Merger Sub’s organizational documents, and (iii) no other vote of the holders of any class or series of Securities of Merger Sub is necessary to consummate the transactions contemplated hereby to which Merger Sub is a party.
(d) In the case of the Company, (i) it is not in violation of any provision of its certificate of incorporation (the “Company Charter”) or its bylaws (the “Company Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents)Transactions, (iii) directed that this Agreement has been duly adopted by the holders of Company Stock in accordance with the DGCL and be submitted to its organizational documents, shareholders for adoption and (iv) no other vote of the holders of any class or series of Securities of the Company is necessary to consummate the transactions contemplated hereby to which the Company or any of recommended that its Retained Subsidiaries is a party, except as has already been obtainedshareholders adopt this Agreement.
Appears in 1 contract
Sources: Business Combination Agreement (Bleichroeder Acquisition Corp. I)
Authorization; Binding Agreement. (a) It The Company has the all requisite corporate or, in the case of Merger Sub, limited liability company power and authority to execute and deliver this Agreement and each other document Ancillary Document to which it is or instrument executed or is required to be executed by it in connection herewitha party, to perform its the Company’s obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Stockholder Approval. The execution and delivery by it of this Agreement and each other document Ancillary Document to which the Company is or instrument executed or is required to be executed by it in connection herewith, the performance of its obligations hereunder and thereunder, a party and the consummation of the transactions contemplated hereby or and thereby, (a) have been duly and validly authorized by all necessary corporate orthe Company’s board of directors in accordance with the Company’s Organizational Documents, in the case DGCL, any other applicable Law or any Contract to which the Company or any of Merger Subits stockholders is a party or by which it or its securities are bound and (b) other than the Required Company Stockholder Approval, limited liability company, action, and no other corporate proceedings on the part of it or the holders of its Stock or, in the case of Merger Sub, its membership interests, Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the Reclassification transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company is or is required to be a party shall be when delivered, duly and validly executed and delivered by the Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement and the Merger and the other transactions contemplated hereby. This Agreement has beenhereby are advisable, fair to, and each other document or instrument to be executed by it in connection herewith will bethe best interests of, duly executed and delivered by it, and, when duly executed and delivered by the other parties hereto or thereto, constitutes, or will constitute, a legal, valid and binding obligation of it enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Parent additionally represents and warrants to the Company that the foregoing statements in this Section 3.3(a) regarding Merger Sub are true and correct.
(b) In the case of Parent, (i) it is not in violation of any provision of its certificate of incorporation (the “Parent Charter”) or its bylaws (the “Parent Bylaws”)stockholders, (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), and (iii) the affirmative vote of at least a majority of all outstanding shares of Parent Stock entitled to cast a vote, to approve the Reclassification approved this Agreement and the issuance of shares of Class B Stock Merger and Series A Preferred Stock (the “Parent Stock Issuance”) in the Merger, are the only votes of the holders of any class or series of Securities of Parent necessary to consummate the other transactions contemplated hereby to which Parent or any of its Retained Subsidiaries is a party.
(c) In the case of Merger Sub, (i) it is not in violation of any provision of its certificate of formation or its operating agreement, (ii) by this Agreement has been duly adopted by Parent, as the sole member of Merger Sub, in accordance with the DGCL and Merger Sub’s organizational documents, and (iii) no other vote of the holders of any class or series of Securities of Merger Sub is necessary to consummate the transactions contemplated hereby to which Merger Sub is a party.
(d) In the case of the Company, (i) it is not in violation of any provision of its certificate of incorporation (the “Company Charter”) or its bylaws (the “Company Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents)DGCL, (iii) directed that this Agreement has been duly adopted be submitted to the Company’s stockholders for adoption and (iv) resolved to recommend that the Company stockholders adopt this Agreement. The Voting Agreements delivered by the Company include holders of Company Stock in accordance with representing at least the DGCL and its organizational documentsRequired Company Stockholder Approval, and (iv) no other vote of the holders of any class or series of Securities of the Company is necessary to consummate the transactions contemplated hereby to which the Company or any of its Retained Subsidiaries is a party, except as has already been obtainedsuch Voting Agreements are in full force and effect.
Appears in 1 contract
Authorization; Binding Agreement. (a) It Subject to the adoption of the Amended Pubco Charter, each of Pubco and Merger Sub has the all requisite corporate or, in the case of Merger Sub, limited liability company power and authority to execute and deliver this Agreement and each other document or instrument executed or Ancillary Document to be executed by which it in connection herewithis a party, to perform its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by it of this Agreement and each other document or instrument executed or Ancillary Document to be executed by which it in connection herewith, the performance of its obligations hereunder and thereunder, is a party and the consummation of the transactions contemplated hereby or thereby, and thereby have been duly and validly authorized by all necessary corporate or, in the case board of directors and shareholders of Pubco and Merger Sub, limited liability company, action, Sub and no other proceedings corporate proceedings, other than as expressly set forth elsewhere in this Agreement (including the adoption of the Amended Pubco Charter), on the part of it Pubco or the holders of its Stock or, in the case of Merger Sub, its membership interests, Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the Reclassification and the Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been, and each other document Ancillary Document to which Pubco or instrument to Merger Sub is a party has been or shall be executed by it in connection herewith will bewhen delivered, duly and validly executed and delivered by it, such Party and, when duly executed assuming the due authorization, execution and delivered delivery of this Agreement and such Ancillary Documents by the other parties hereto or and thereto, constitutes, or will when delivered shall constitute, a legal, the valid and binding obligation of it such Party, enforceable against it such Party in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Parent additionally represents and warrants subject to the Company that the foregoing statements in this Section 3.3(a) regarding Merger Sub are true and correctEnforceability Exceptions.
(b) In the case of Parent, (i) it is not in violation of any provision of its certificate of incorporation (the “Parent Charter”) or its bylaws (the “Parent Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), and (iii) the affirmative vote of at least a majority of all outstanding shares of Parent Stock entitled to cast a vote, to approve the Reclassification and the issuance of shares of Class B Stock and Series A Preferred Stock (the “Parent Stock Issuance”) in the Merger, are the only votes of the holders of any class or series of Securities of Parent necessary to consummate the transactions contemplated hereby to which Parent or any of its Retained Subsidiaries is a party.
(c) In the case of Merger Sub, (i) it is not in violation of any provision of its certificate of formation or its operating agreement, (ii) this Agreement has been duly adopted by Parent, as the sole member of Merger Sub, in accordance with the DGCL and Merger Sub’s organizational documents, and (iii) no other vote of the holders of any class or series of Securities of Merger Sub is necessary to consummate the transactions contemplated hereby to which Merger Sub is a party.
(d) In the case of the Company, (i) it is not in violation of any provision of its certificate of incorporation (the “Company Charter”) or its bylaws (the “Company Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), (iii) this Agreement has been duly adopted by the holders of Company Stock in accordance with the DGCL and its organizational documents, and (iv) no other vote of the holders of any class or series of Securities of the Company is necessary to consummate the transactions contemplated hereby to which the Company or any of its Retained Subsidiaries is a party, except as has already been obtained.
Appears in 1 contract
Sources: Business Combination Agreement (Tiberius Acquisition Corp)
Authorization; Binding Agreement. (a) It Each of SPAC and Merger Sub has the all requisite corporate or, in the case of Merger Sub, limited liability company power and authority to execute and deliver this Agreement and each other document Ancillary Document to which it is or instrument executed or to will be executed by it in connection herewitha party, to perform its such Party’s obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required SPAC Shareholder Approval. The execution and delivery by it of this Agreement and each other document Ancillary Document to which it is or instrument executed or to will be executed by it in connection herewith, the performance of its obligations hereunder and thereunder, a party and the consummation of the transactions contemplated hereby or thereby, and thereby (a) have been duly and validly authorized by all necessary corporate or, in the case board of directors of SPAC and Merger Sub, limited liability companyand (b) other than the Required SPAC Shareholder Approval and subject to the receipt of the Fairness Opinion, action, and no other proceedings corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of it SPAC or the holders of its Stock or, in the case of Merger Sub, its membership interests, Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is or will be a party or to consummate the Reclassification and the Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been, and each other document Ancillary Document to which SPAC or instrument to Merger Sub is a party shall be executed by it in connection herewith will bewhen delivered, duly and validly executed and delivered by itSPAC or Merger Sub, as applicable, and, when duly executed assuming the due authorization, execution and delivered delivery of this Agreement and such Ancillary Documents by the other parties hereto or and thereto, constitutes, or will when delivered shall constitute, a legal, the valid and binding obligation of it SPAC or Merger Sub, as applicable, enforceable against it such Party in accordance with its terms, except as such to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, reorganization and moratorium or laws and other similar Laws laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and by general principles the fact that equitable remedies or relief (including the remedy of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Parent additionally represents and warrants specific performance) are subject to the Company that discretion of the foregoing statements in this Section 3.3(a) regarding Merger Sub are true and correct.
court from which such relief may be sought (b) In the case of Parentcollectively, (i) it is not in violation of any provision of its certificate of incorporation (the “Parent Charter”) or its bylaws (the “Parent BylawsEnforceability Exceptions”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), and (iii) the affirmative vote of at least a majority of all outstanding shares of Parent Stock entitled to cast a vote, to approve the Reclassification and the issuance of shares of Class B Stock and Series A Preferred Stock (the “Parent Stock Issuance”) in the Merger, are the only votes of the holders of any class or series of Securities of Parent necessary to consummate the transactions contemplated hereby to which Parent or any of its Retained Subsidiaries is a party.
(c) In the case of Merger Sub, (i) it is not in violation of any provision of its certificate of formation or its operating agreement, (ii) this Agreement has been duly adopted by Parent, as the sole member of Merger Sub, in accordance with the DGCL and Merger Sub’s organizational documents, and (iii) no other vote of the holders of any class or series of Securities of Merger Sub is necessary to consummate the transactions contemplated hereby to which Merger Sub is a party.
(d) In the case of the Company, (i) it is not in violation of any provision of its certificate of incorporation (the “Company Charter”) or its bylaws (the “Company Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), (iii) this Agreement has been duly adopted by the holders of Company Stock in accordance with the DGCL and its organizational documents, and (iv) no other vote of the holders of any class or series of Securities of the Company is necessary to consummate the transactions contemplated hereby to which the Company or any of its Retained Subsidiaries is a party, except as has already been obtained.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Melar Acquisition Corp. I/Cayman)
Authorization; Binding Agreement. (a) It Each of the Parent and the Merger Subs has the all requisite corporate or, in the case of Merger Sub, and limited liability company power and authority to execute and deliver this Agreement and each other document or instrument executed or Ancillary Document to be executed by which it in connection herewithis a party, to perform its their respective obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Parent Stockholder Approval and the filing of the Amended Parent Charter with the Secretary of State of the State of Delaware and the approval of Merger Subs’ stockholders or members (as applicable). The execution and delivery by it of this Agreement and each other document or instrument executed or Ancillary Document to be executed by which it in connection herewith, the performance of its obligations hereunder and thereunder, is a party and the consummation of the transactions contemplated hereby or thereby, and thereby (a) have been duly and validly authorized by all necessary the board of directors or member of the Parent and the Merger Subs (as applicable), and (b) other than the Required Parent Stockholder Approval and the filing of the Amended Parent Charter with the Secretary of State of the State of Delaware and the approval of Merger Subs’ stockholders or members (as applicable), no other corporate oror limited liability company proceedings, other than as set forth elsewhere in the case of Merger SubAgreement, limited liability company, action, and no other proceedings on the part of it the Parent or the holders of its Stock or, in the case of Merger Sub, its membership interests, Subs are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the Reclassification and the Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been, and each other document Ancillary Document to which the Parent or instrument to the Merger Subs is a party shall be executed by it in connection herewith will bewhen delivered, duly executed and delivered by it, and, when duly validly executed and delivered by the Parent or the Merger Subs (as applicable) and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto or and thereto, constitutes, or will when delivered shall constitute, a legal, the valid and binding obligation of it the Parent or the Merger Subs (as applicable), enforceable against it the Parent and the Merger Subs (as applicable) in accordance with its terms, except as such to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, reorganization and moratorium or laws and other similar Laws laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and by general principles the fact that equitable remedies or relief (including the remedy of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Parent additionally represents and warrants specific performance) are subject to the Company that discretion of the foregoing statements in this Section 3.3(a) regarding Merger Sub are true and correctcourt from which such relief may be sought (collectively, the “Enforceability Exceptions”).
(b) In The board of directors of the case of Parent, at a meeting duly called and held or by unanimous written consent, adopted resolutions (i) it is not approving this Agreement and the consummation of the transactions contemplated hereby upon the terms and subject to the conditions set forth in violation this Agreement, (ii) determining that the terms of any provision of its this Agreement, the Mergers and the other transactions contemplated hereby constitute a “Business Combination” (as defined in the Parent’s amended and restated certificate of incorporation incorporation) and are fair to, and in the best interests of, the Parent and its stockholders, (iii) directing that this Agreement be submitted to the stockholders of the Parent for adoption, (iv) recommending that its stockholders adopt this Agreement and approve the Mergers (the “Parent CharterRecommendation”) or its bylaws (the “Parent Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), and (iiiv) the affirmative vote of at least a majority of all outstanding shares of Parent Stock entitled to cast a vote, to approve the Reclassification and the issuance of shares of Class B Stock and Series A Preferred Stock (the “Parent Stock Issuance”) in the Merger, are the only votes of the holders of any class or series of Securities of Parent necessary to consummate the transactions contemplated hereby to which Parent or any of its Retained Subsidiaries is a party.
(c) In the case of Merger Sub, (i) it is not in violation of any provision of its certificate of formation or its operating agreement, (ii) declaring that this Agreement has is advisable. Such resolutions referred to above have not been duly adopted by Parent, as the sole member of Merger Sub, in accordance with the DGCL and Merger Sub’s organizational documents, and (iii) no other vote of the holders of any class amended or series of Securities of Merger Sub is necessary to consummate the transactions contemplated hereby to which Merger Sub is a party.
(d) In the case of the Company, (i) it is not in violation of any provision of its certificate of incorporation (the “Company Charter”) or its bylaws (the “Company Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), (iii) this Agreement has been duly adopted rescinded by the holders Parent’s board of Company Stock in accordance with directors prior to the DGCL and its organizational documents, and (iv) no other vote date of the holders of any class or series of Securities of the Company is necessary to consummate the transactions contemplated hereby to which the Company or any of its Retained Subsidiaries is a party, except as has already been obtainedthis Agreement.
Appears in 1 contract
Sources: Merger Agreement (Forum Merger Corp)
Authorization; Binding Agreement. (a) It Each Parent Party has the all requisite corporate or, in the case of Merger Sub, limited liability company power and authority to execute and deliver this Agreement and each other document or instrument executed or Ancillary Document to be executed by which it in connection herewithis a party, to perform its the each Parent Party’s respective obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Parent Stockholder Approval. The execution and delivery by it of this Agreement and each other document or instrument executed or Ancillary Document to be executed by it in connection herewith, the performance of its obligations hereunder and thereunder, which a Parent Party is a party and the consummation of the transactions contemplated hereby or thereby, and thereby (a) have been duly and validly authorized by all necessary corporate or, in the case board of Merger Sub, limited liability company, actiondirectors of the respective Parent Party, and (b) other than the Required Parent Stockholder Approval, no other proceedings corporate proceedings, other than as set forth elsewhere in this Agreement, on the part of it or the holders of its Stock or, in the case of Merger Sub, its membership interests, a Parent Party are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the Reclassification and the Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been, and each other document or instrument Ancillary Document to which each Parent Party is a party shall be executed by it in connection herewith will bewhen delivered, duly and validly executed and delivered by it, such Parent Party and, when duly executed assuming the due authorization, execution and delivered delivery of this Agreement and such Ancillary Documents by the other parties hereto or and thereto, constitutes, or will when delivered shall constitute, a legal, the valid and binding obligation of it such Parent Party, enforceable against it such Parent Party in accordance with its terms, except as such to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, reorganization and moratorium or Laws and other similar Laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and by general principles the fact that equitable remedies or relief (including the remedy of equity specific performance) are subject to the discretion of the court from which such relief may be sought (regardless of whether enforceability is considered in a proceeding in equity or at lawcollectively, the “Enforceability Exceptions”). Each Parent additionally represents Party’s board of directors has by resolutions duly adopted at a meeting duly called and warrants to held, as of the Company date of this Agreement, (a) determined that this Agreement and the foregoing statements Mergers and the other transactions contemplated hereby are advisable, fair to, and in this Section 3.3(a) regarding Merger Sub are true the best interests of, the respective Parent Party and correct.
its respective stockholders, (b) In approved and adopted this Agreement and the case of Parent, (i) Ancillary Documents to which it is not in violation of any provision of its certificate of incorporation (a party and approved the “Parent Charter”) or its bylaws (Mergers and the “Parent Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation other transactions contemplated by hereby and bylaws (or similar organizational documents)thereby, and (iiic) recommended the affirmative vote approval and adoption of at least a majority of all outstanding shares of Parent Stock entitled to cast a votethis Agreement, to approve the Reclassification and the issuance of shares of Class B Stock and Series A Preferred Stock (the “Parent Stock Issuance”) in the Merger, are the only votes of the holders of any class or series of Securities of Parent necessary to consummate the transactions contemplated hereby Ancillary Documents to which Parent or any of its Retained Subsidiaries is a party.
(c) In the case of Merger Sub, (i) it is not in violation of any provision of its certificate of formation or its operating agreement, (ii) this Agreement has been duly adopted by Parent, as the sole member of Merger Sub, in accordance with the DGCL and Merger Sub’s organizational documents, and (iii) no other vote of the holders of any class or series of Securities of Merger Sub is necessary to consummate the transactions contemplated hereby to which Merger Sub is a party.
(d) In the case of the Company, (i) it is not in violation of any provision of its certificate of incorporation (the “Company Charter”) or its bylaws (the “Company Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), (iii) this Agreement has been duly adopted by the holders of Company Stock in accordance with the DGCL and its organizational documents, and (iv) no other vote of the holders of any class or series of Securities of the Company is necessary to consummate the transactions contemplated hereby to which the Company or any of its Retained Subsidiaries is a party, except as has already been obtainedthe Mergers, and the other transactions contemplated hereby and thereby by the Parent Parties’ stockholders.
Appears in 1 contract
Sources: Agreement and Plan of Merger (FutureTech II Acquisition Corp.)
Authorization; Binding Agreement. (a) It Subject to filing the Amended Pubco Charter, Pubco and each Pubco Sub has the all requisite corporate or, in the case of Merger Sub, limited liability company or other entity power and authority to execute and deliver this Agreement and each other document or instrument executed or Ancillary Document to be executed by which it in connection herewithis a party, to perform its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by it of this Agreement and each other document or instrument executed or Ancillary Document to be executed by which it in connection herewith, the performance of its obligations hereunder and thereunder, is a party and the consummation of the transactions contemplated hereby or thereby, and thereby have been duly and validly authorized by all necessary corporate or, in the case board of Merger Sub, limited liability company, action, directors and shareholders of Pubco and each Pubco Sub and no other proceedings corporate proceedings, other than as expressly set forth elsewhere in the Agreement (including the filing of the Amended Pubco Charter), on the part of it Pubco or the holders of its Stock or, in the case of Merger Sub, its membership interests, any Pubco Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the Reclassification and the Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been, and each other document Ancillary Document to which Pubco or instrument to any Pubco Sub is a party has been or shall be executed by it in connection herewith will bewhen delivered, duly and validly executed and delivered by it, such Party and, when duly executed assuming the due authorization, execution and delivered delivery of this Agreement and such Ancillary Documents by the other parties hereto or and thereto, constitutes, or will when delivered shall constitute, a legal, the valid and binding obligation of it such Party, enforceable against it such Party in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Parent additionally represents and warrants subject to the Company that the foregoing statements in this Section 3.3(a) regarding Merger Sub are true and correctEnforceability Exceptions.
(b) In the case of Parent, (i) it is not in violation of any provision of its certificate of incorporation (the “Parent Charter”) or its bylaws (the “Parent Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), and (iii) the affirmative vote of at least a majority of all outstanding shares of Parent Stock entitled to cast a vote, to approve the Reclassification and the issuance of shares of Class B Stock and Series A Preferred Stock (the “Parent Stock Issuance”) in the Merger, are the only votes of the holders of any class or series of Securities of Parent necessary to consummate the transactions contemplated hereby to which Parent or any of its Retained Subsidiaries is a party.
(c) In the case of Merger Sub, (i) it is not in violation of any provision of its certificate of formation or its operating agreement, (ii) this Agreement has been duly adopted by Parent, as the sole member of Merger Sub, in accordance with the DGCL and Merger Sub’s organizational documents, and (iii) no other vote of the holders of any class or series of Securities of Merger Sub is necessary to consummate the transactions contemplated hereby to which Merger Sub is a party.
(d) In the case of the Company, (i) it is not in violation of any provision of its certificate of incorporation (the “Company Charter”) or its bylaws (the “Company Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), (iii) this Agreement has been duly adopted by the holders of Company Stock in accordance with the DGCL and its organizational documents, and (iv) no other vote of the holders of any class or series of Securities of the Company is necessary to consummate the transactions contemplated hereby to which the Company or any of its Retained Subsidiaries is a party, except as has already been obtained.
Appears in 1 contract
Sources: Business Combination Agreement (Healthwell Acquisition Corp. I)
Authorization; Binding Agreement. (a) It has the Parent and each Parent Subsidiary have all requisite corporate or, in the case of Merger Sub, limited liability company power and authority to execute and deliver this Agreement and each other document or instrument executed or ancillary agreement related hereto to be executed by which it in connection herewith, to perform its obligations hereunder and thereunderis a party, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by it of this Agreement and each other document or instrument executed or ancillary agreement related hereto to be executed by which it in connection herewith, the performance of its obligations hereunder and thereunder, is a party and the consummation of the transactions contemplated hereby or and thereby, (i) have been duly and validly authorized by all necessary corporate orthe Parent Board, in the case Merger Sub Board and Parent (as the sole member of Merger Sub, limited liability company, action, ) and (ii) no other corporate proceedings on the part of it Parent or the holders of its Stock or, in the case of Merger Sub, its membership interests, any Parent Subsidiary are necessary to authorize the execution and delivery of this Agreement and each other ancillary agreement related hereto to which it is a party or to consummate the Reclassification and the Merger Merger, and the other transactions contemplated herebyhereby and thereby. This Agreement has been, and each other document or instrument ancillary agreement to which Parent and each Parent Subsidiary are a party shall be executed by it in connection herewith will bewhen delivered, duly and validly executed and delivered by iteach of Parent and the Parent Subsidiaries and assuming the due authorization, and, when duly executed execution and delivered delivery of this Agreement and any such ancillary agreements by the other parties hereto or thereto, Company and the Members party thereto constitutes, or will when delivered shall constitute, a the legal, valid and binding obligation of it each of Parent and the Parent Subsidiaries party thereto, enforceable against it each of Parent and the Parent Subsidiaries party thereto in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Parent additionally represents and warrants subject to the Company that Enforceability Exceptions. Unless Parent has opted out of Section 203 of the foregoing statements DGCL or Section 203 of the DGCL otherwise does not apply to Parent (and in this Section 3.3(a) regarding Merger Sub are true and correct.
(b) In which case the case of Parent, (i) it following representation or warranty is not in violation of any provision of its certificate of incorporation (the “Parent Charter”) or its bylaws (the “Parent Bylaws”being made by Parent), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation the Parent Board has approved this Agreement and bylaws (or similar organizational documents), ancillary agreements related hereto and (iii) the affirmative vote of at least a majority of all outstanding shares of Parent Stock entitled to cast a vote, to approve the Reclassification and the issuance of shares of Class B Stock and Series A Preferred Stock (the “Parent Stock Issuance”) in the Merger, are the only votes of the holders of any class or series of Securities of Parent necessary to consummate the transactions contemplated hereby and thereby for purposes of Section 203 of the DGCL. To the knowledge of Parent, no other state takeover statute is applicable to which Parent as it relates to the Merger or any of its Retained Subsidiaries is a party.
(c) In the case of Merger Sub, (i) it is not in violation of any provision of its certificate of formation or its operating agreement, (ii) other transactions contemplated by this Agreement has been duly adopted by Parent, as or the sole member of Merger Sub, in accordance with the DGCL and Merger Sub’s organizational documents, and (iii) no other vote of the holders of any class or series of Securities of Merger Sub is necessary to consummate the transactions contemplated hereby to which Merger Sub is a partyancillary agreements related thereto.
(d) In the case of the Company, (i) it is not in violation of any provision of its certificate of incorporation (the “Company Charter”) or its bylaws (the “Company Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), (iii) this Agreement has been duly adopted by the holders of Company Stock in accordance with the DGCL and its organizational documents, and (iv) no other vote of the holders of any class or series of Securities of the Company is necessary to consummate the transactions contemplated hereby to which the Company or any of its Retained Subsidiaries is a party, except as has already been obtained.
Appears in 1 contract
Sources: Business Combination Agreement (57th Street General Acquisition Corp)
Authorization; Binding Agreement. (a) It Except as set forth in Schedule 5.2 of the Company Disclosure Schedules, subject to filing the Pubco A&R Organizational Documents and obtaining the SPAC Merger Sub Shareholder Approval, each of Pubco and SPAC Merger Sub has the all requisite corporate or, in the case of Merger Sub, limited liability company power and authority to execute and deliver this Agreement and each other document or instrument executed or Ancillary Document to be executed by which it in connection herewithis a party, to perform its obligations hereunder and thereunder, thereunder and to consummate the transactions Transactions contemplated hereby and thereby. The execution and delivery by it of this Agreement and each other document or instrument executed or Ancillary Document to be executed by which it in connection herewith, the performance of its obligations hereunder and thereunder, is a party and the consummation of the transactions Transactions contemplated hereby or thereby, and thereby have been duly and validly authorized by all necessary corporate or, in the case board of directors of Pubco and SPAC Merger Sub, limited liability company, action, Sub and no other proceedings corporate proceedings, other than as expressly set forth elsewhere in this Agreement (including the filing of the Pubco A&R Organizational Documents and obtaining the SPAC Merger Sub Shareholder Approval), on the part of it Pubco or the holders of its Stock or, in the case of SPAC Merger Sub, its membership interests, Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the Reclassification Transactions contemplated hereby and the Merger and the other transactions contemplated herebythereby. This Agreement has been, and each other document Ancillary Document to which Pubco or instrument to SPAC Merger Sub is a party has been or shall be executed by it in connection herewith will bewhen delivered, duly and validly executed and delivered by it, such Party and, when duly executed assuming the due authorization, execution and delivered delivery of this Agreement and any such Ancillary Documents by the other Parties and other parties hereto or thereto, constitutes, or will when delivered shall constitute, a the legal, valid and binding obligation of it such Party, enforceable against it such Party in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Parent additionally represents and warrants subject to the Company that the foregoing statements in this Section 3.3(a) regarding Merger Sub are true and correctEnforceability Exceptions.
(b) In the case of Parent, (i) it is not in violation of any provision of its certificate of incorporation (the “Parent Charter”) or its bylaws (the “Parent Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), and (iii) the affirmative vote of at least a majority of all outstanding shares of Parent Stock entitled to cast a vote, to approve the Reclassification and the issuance of shares of Class B Stock and Series A Preferred Stock (the “Parent Stock Issuance”) in the Merger, are the only votes of the holders of any class or series of Securities of Parent necessary to consummate the transactions contemplated hereby to which Parent or any of its Retained Subsidiaries is a party.
(c) In the case of Merger Sub, (i) it is not in violation of any provision of its certificate of formation or its operating agreement, (ii) this Agreement has been duly adopted by Parent, as the sole member of Merger Sub, in accordance with the DGCL and Merger Sub’s organizational documents, and (iii) no other vote of the holders of any class or series of Securities of Merger Sub is necessary to consummate the transactions contemplated hereby to which Merger Sub is a party.
(d) In the case of the Company, (i) it is not in violation of any provision of its certificate of incorporation (the “Company Charter”) or its bylaws (the “Company Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), (iii) this Agreement has been duly adopted by the holders of Company Stock in accordance with the DGCL and its organizational documents, and (iv) no other vote of the holders of any class or series of Securities of the Company is necessary to consummate the transactions contemplated hereby to which the Company or any of its Retained Subsidiaries is a party, except as has already been obtained.
Appears in 1 contract
Authorization; Binding Agreement. (a) It The Company has the all requisite corporate or, in the case of Merger Sub, limited liability company power and authority to execute and deliver this Agreement and each other document or instrument executed or Ancillary Document to be executed by which it in connection herewithis a party, to perform its the Company’s obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Shareholder Approval. The Assuming that the Required Company Shareholder Approval has been obtained, the execution and delivery by it of this Agreement and each other document Ancillary Document to which the Company is or instrument executed or is required to be executed by it in connection herewith, a party as of the performance date of its obligations hereunder and thereunder, this Agreement and the consummation of the transactions contemplated hereby or and thereby, (a) have been duly and validly authorized by all necessary corporate orthe Company’s board of directors in accordance with the Company Organizational Documents, in the case of Merger Sub, limited liability company, actionIsraeli Companies Law and any other applicable Law or any Contract to which the Company is a party or by which the Company or its securities are bound, and (b) other than the Required Company Shareholder Approval, no other corporate proceedings on the part of it or the holders of its Stock or, in the case of Merger Sub, its membership interests, Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party which are to be executed contemporaneously with the execution of this Agreement or to consummate the Reclassification transactions contemplated hereby and thereby (and, with respect to Ancillary Documents to be entered into after the date of this Agreement, any requisite corporate proceedings on the part of the Company necessary to authorize the execution and delivery of such Ancillary Document shall have taken place prior to the execution and delivery thereof). This Agreement has been, and each Ancillary Document to which the Company is or will be required to be a party shall be, when delivered, duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto and the obtainment of the Required Company Shareholder Approval, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the Company, in each case, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted as required by the Company’s Organizational Documents and under the Israeli Companies Law (i) determined that this Agreement and the Merger and the other transactions contemplated hereby. This Agreement has beenhereby ( are advisable, fair to, and each other document or instrument to be executed by it in connection herewith will bethe best interests of, duly executed and delivered by it, and, when duly executed and delivered by the other parties hereto or thereto, constitutes, or will constitute, a legal, valid and binding obligation of it enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Parent additionally represents and warrants to the Company that the foregoing statements in this Section 3.3(a) regarding Merger Sub are true and correct.
(b) In the case of Parent, (i) it is not in violation of any provision of its certificate of incorporation (the “Parent Charter”) or its bylaws (the “Parent Bylaws”)shareholders, (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), and (iii) the affirmative vote of at least a majority of all outstanding shares of Parent Stock entitled to cast a vote, to approve the Reclassification approved this Agreement and the issuance of shares of Class B Stock Merger and Series A Preferred Stock (the “Parent Stock Issuance”) in the Merger, are the only votes of the holders of any class or series of Securities of Parent necessary to consummate the other transactions contemplated hereby to which Parent or any of its Retained Subsidiaries is a party.
(c) In the case of Merger Sub, (i) it is not in violation of any provision of its certificate of formation or its operating agreement, (ii) by this Agreement has been duly adopted by Parent, as the sole member of Merger Sub, in accordance with the DGCL and Merger Sub’s organizational documents, and (iii) no other vote of the holders of any class or series of Securities of Merger Sub is necessary to consummate the transactions contemplated hereby to which Merger Sub is a party.
(d) In the case of the Company, (i) it is not in violation of any provision of its certificate of incorporation (the “Company Charter”) or its bylaws (the “Company Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents)Agreement, (iii) directed that this Agreement has been duly adopted by be submitted to the holders of Company Stock in accordance with the DGCL and its organizational documents, Company’s shareholders for adoption and (iv) no other vote of the holders of any class or series of Securities of resolved to recommend that the Company is necessary to consummate the transactions contemplated hereby to which the Company or any of its Retained Subsidiaries is a party, except as has already been obtainedshareholders adopt this Agreement.
Appears in 1 contract
Sources: Business Combination Agreement (Keyarch Acquisition Corp)
Authorization; Binding Agreement. (a) It Subject to obtaining the Required Holdco Shareholder Approval, the Required Cayman Merger Sub Shareholder Approval and the Required Lux Merger Sub Shareholder Approval, each of Holdco and the Merger Subs has the or upon incorporation will have all requisite corporate or, in the case of Merger Sub, limited liability company power and authority to execute and deliver this Agreement and each other document Ancillary Document to which it is or instrument executed or to upon incorporation will be executed by it in connection herewitha party, to perform its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by it of this Agreement and each other document Ancillary Document to which it is or instrument executed or to upon incorporation will be executed by it in connection herewith, the performance of its obligations hereunder and thereunder, a party and the consummation of the transactions contemplated hereby or thereby, and thereby have been or upon incorporation will be duly and validly authorized by all necessary corporate orthe board of directors and shareholders of Holdco or the Merger Subs, in the case of Merger Sub, limited liability company, actionas applicable, and no other proceedings corporate proceedings, other than as expressly set forth elsewhere in this Agreement, on the part of it Holdco or the holders of its Stock orMerger Subs, in the case of Merger Subas applicable, its membership interests, are is or upon incorporation will be necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is or upon incorporation will be a party or to consummate the Reclassification and the Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been, and each other document Ancillary Document to which Holdco or instrument to any of the Merger Subs is or upon incorporation will be executed by it in connection herewith will bea party has been or shall be when delivered, duly and validly executed and delivered by it, such Party and, when duly executed assuming the due authorization, execution and delivered delivery of this Agreement and such Ancillary Documents by the other parties hereto or and thereto, constitutes, or will when delivered shall constitute, a legal, the valid and binding obligation of it such Party, enforceable against it such Party in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Parent additionally represents and warrants subject to the Company that the foregoing statements in this Section 3.3(a) regarding Merger Sub are true and correctEnforceability Exceptions.
(b) In the case of Parent, (i) it is not in violation of any provision of its certificate of incorporation (the “Parent Charter”) or its bylaws (the “Parent Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), and (iii) the affirmative vote of at least a majority of all outstanding shares of Parent Stock entitled to cast a vote, to approve the Reclassification and the issuance of shares of Class B Stock and Series A Preferred Stock (the “Parent Stock Issuance”) in the Merger, are the only votes of the holders of any class or series of Securities of Parent necessary to consummate the transactions contemplated hereby to which Parent or any of its Retained Subsidiaries is a party.
(c) In the case of Merger Sub, (i) it is not in violation of any provision of its certificate of formation or its operating agreement, (ii) this Agreement has been duly adopted by Parent, as the sole member of Merger Sub, in accordance with the DGCL and Merger Sub’s organizational documents, and (iii) no other vote of the holders of any class or series of Securities of Merger Sub is necessary to consummate the transactions contemplated hereby to which Merger Sub is a party.
(d) In the case of the Company, (i) it is not in violation of any provision of its certificate of incorporation (the “Company Charter”) or its bylaws (the “Company Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), (iii) this Agreement has been duly adopted by the holders of Company Stock in accordance with the DGCL and its organizational documents, and (iv) no other vote of the holders of any class or series of Securities of the Company is necessary to consummate the transactions contemplated hereby to which the Company or any of its Retained Subsidiaries is a party, except as has already been obtained.
Appears in 1 contract
Sources: Business Combination Agreement (Agrico Acquisition Corp.)
Authorization; Binding Agreement. (a) It Each of the Company and Merger Sub has the all requisite corporate or, in the case of Merger Sub, limited liability company power and authority to execute and deliver this Agreement and each other document Ancillary Document to which it is or instrument executed or is required to be executed by it in connection herewitha party, to perform its the Company’s obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by it of this Agreement and each other document Ancillary Document to which (a) the Company is or instrument executed or is required to be executed by it in connection herewith, the performance of its obligations hereunder and thereunder, a party and the consummation of the transactions contemplated hereby or and thereby, have been duly and validly authorized by all necessary corporate orthe board of directors and board of commissioners and the shareholders of the Company in accordance with the Company’s Organizational Documents, in the case Indonesian Company Law, any other applicable Law and any Contract to which the Company or any of its shareholders is a party or bound, and (b) Merger Sub is or is required to be a party and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by the board of directors and the shareholders of Merger Sub in accordance with Merger Sub’s Organizational Documents, limited liability companythe Cayman Islands Companies Act, actionany other applicable Law and any Contract to which Merger Sub or any of its shareholders is a party or bound. Except as set forth on Schedule 4.2, and no other corporate proceedings on the part of it the Company or the holders of its Stock or, in the case of Merger Sub, its membership interests, Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the Reclassification and the Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been, and each other document Ancillary Document to which the Company or instrument Merger Sub is or is required to be executed by it in connection herewith will bea party shall be when delivered, duly executed and delivered by it, and, when duly validly executed and delivered by the Company or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto or and thereto, constitutes, or will when delivered shall constitute, a the legal, valid and binding obligation of it such Party, enforceable against it such Party in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Parent additionally represents and warrants subject to the Company that the foregoing statements in this Section 3.3(a) regarding Merger Sub are true and correctEnforceability Exceptions.
(b) In the case of Parent, (i) it is not in violation of any provision of its certificate of incorporation (the “Parent Charter”) or its bylaws (the “Parent Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), and (iii) the affirmative vote of at least a majority of all outstanding shares of Parent Stock entitled to cast a vote, to approve the Reclassification and the issuance of shares of Class B Stock and Series A Preferred Stock (the “Parent Stock Issuance”) in the Merger, are the only votes of the holders of any class or series of Securities of Parent necessary to consummate the transactions contemplated hereby to which Parent or any of its Retained Subsidiaries is a party.
(c) In the case of Merger Sub, (i) it is not in violation of any provision of its certificate of formation or its operating agreement, (ii) this Agreement has been duly adopted by Parent, as the sole member of Merger Sub, in accordance with the DGCL and Merger Sub’s organizational documents, and (iii) no other vote of the holders of any class or series of Securities of Merger Sub is necessary to consummate the transactions contemplated hereby to which Merger Sub is a party.
(d) In the case of the Company, (i) it is not in violation of any provision of its certificate of incorporation (the “Company Charter”) or its bylaws (the “Company Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), (iii) this Agreement has been duly adopted by the holders of Company Stock in accordance with the DGCL and its organizational documents, and (iv) no other vote of the holders of any class or series of Securities of the Company is necessary to consummate the transactions contemplated hereby to which the Company or any of its Retained Subsidiaries is a party, except as has already been obtained.
Appears in 1 contract
Sources: Business Combination Agreement (Malacca Straits Acquisition Co LTD)
Authorization; Binding Agreement. (a) It The Company has the all requisite corporate or, in the case of Merger Sub, limited liability company power and authority to execute and deliver this Agreement and each other document Ancillary Document to which it is or instrument executed or is required to be executed by it in connection herewitha party, to perform its the Company’s obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Shareholder Approval. The execution and delivery by it of this Agreement and each other document Ancillary Document to which the Company is or instrument executed or is required to be executed by it in connection herewith, the performance of its obligations hereunder and thereunder, a party and the consummation of the transactions contemplated hereby or and thereby, (a) have been duly and validly authorized by all necessary corporate orthe board of directors and/or shareholders of the Company (if applicable) in accordance with the Company’s Organizational Documents, in the case Cayman Companies Act, any other applicable Law or any Contract to which the Company or any of Merger Subits shareholders is a party or by which it or its securities are bound, limited liability company, actionsubject to obtaining the Required Company Shareholder Approval, and (b) other than the Required Company Shareholder Approval, no other corporate proceedings on the part of it or the holders of its Stock or, in the case of Merger Sub, its membership interests, Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the Reclassification transactions contemplated hereby and thereby (other than the filing and recordation of appropriate merger documents as required by the Cayman Companies Act). This Agreement has been, and each Ancillary Document to which the Company is or is required to be a party shall be when delivered, duly and validly executed and delivered by the Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, either (A) at a duly called and held meeting or (B) by way of written resolution, has unanimously (i) determined that this Agreement and the Merger and the other transactions contemplated hereby. This Agreement has beenhereby are advisable, fair to, and each other document or instrument to be executed by it in connection herewith will bethe best commercial interests of, duly executed and delivered by it, and, when duly executed and delivered by the other parties hereto or thereto, constitutes, or will constitute, a legal, valid and binding obligation of it enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Parent additionally represents and warrants to the Company that the foregoing statements in this Section 3.3(a) regarding Merger Sub are true and correct.
(b) In the case of Parent, (i) it is not in violation of any provision of its certificate of incorporation (the “Parent Charter”) or its bylaws (the “Parent Bylaws”)shareholders, (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), and (iii) the affirmative vote of at least a majority of all outstanding shares of Parent Stock entitled to cast a vote, to approve the Reclassification approved this Agreement and the issuance of shares of Class B Stock Merger and Series A Preferred Stock (the “Parent Stock Issuance”) in the Merger, are the only votes of the holders of any class or series of Securities of Parent necessary to consummate the other transactions contemplated hereby by this Agreement, upon the terms and subject to which Parent or any of its Retained Subsidiaries is a party.
(c) In the case of Merger Sub, (i) it is not in violation of any provision of its certificate of formation or its operating agreement, (ii) this Agreement has been duly adopted by Parent, as the sole member of Merger Sub, conditions set forth herein and in accordance with the DGCL and Merger Sub’s organizational documents, and (iii) no other vote of the holders of any class or series of Securities of Merger Sub is necessary to consummate the transactions contemplated hereby to which Merger Sub is a party.
(d) In the case of the Company, (i) it is not in violation of any provision of its certificate of incorporation (the “Company Charter”) or its bylaws (the “Company Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents)Cayman Companies Act, (iii) directed that this Agreement has been duly adopted by be submitted to the holders of Company Stock in accordance with the DGCL and its organizational documents, Company’s shareholders for adoption and (iv) no other vote of the holders of any class or series of Securities of resolved to recommend that the Company is necessary to consummate the transactions contemplated hereby to which the Company or any of its Retained Subsidiaries is a party, except as has already been obtainedshareholders adopt this Agreement.
Appears in 1 contract
Sources: Business Combination Agreement (Finnovate Acquisition Corp.)
Authorization; Binding Agreement. (a) It Each of the Company and Merger Sub has the all requisite corporate or, in the case of Merger Sub, limited liability company power and authority to execute and deliver this Agreement and each other document or instrument executed or Ancillary Document to be executed by which it in connection herewithis a party, to perform its the Company’s obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery by it of this Agreement and each other document or instrument executed or Ancillary Document to be executed by it in connection herewith, which (a) the performance of its obligations hereunder and thereunder, Company is a party and the consummation of the transactions contemplated hereby or therebyTransactions, have been duly and validly authorized by all necessary corporate orthe board of directors of the Company in accordance with the Company’s Organizational Documents and the Israeli Companies Law, in and (b) Merger Sub is a party and the case consummation of the Transactions, have been duly and validly authorized by the board of directors of Merger Sub and by the Company as sole shareholder of Merger Sub in accordance with Merger Sub’s Organizational Documents, limited liability company, actionthe Delaware Law, and no any other applicable Law and any Contract to which Merger Sub or the Company is a party or bound. No other corporate proceedings on the part of it the Company or the holders of its Stock or, in the case of Merger Sub, its membership interests, Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the Reclassification Transactions other than the approval of this Agreement and the Merger Transaction by the Company’s shareholders as required by the Existing Articles and the Israeli Companies Law (the “Required Company Shareholder Approval”). Except as set forth in Schedule 4.2, Other than the Required Company Shareholder Approval, there is no shareholder of the Company or any Target Company whose Consent (other transactions contemplated herebythan as set forth in the Existing Articles) is required for the execution of this Agreement by the Company and the performance by the Company of its obligations under this Agreement and the Ancillary Documents to which it is a party. This Agreement has been, and each other document Ancillary Document to which the Company or instrument to Merger Sub is a party shall be executed by it in connection herewith will bewhen delivered, duly executed and delivered by it, and, when duly validly executed and delivered by the Company or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto or and thereto, constitutes, or will when delivered shall constitute, a the legal, valid and binding obligation of it such Party, enforceable against it such Party in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Parent additionally represents and warrants subject to the Required Company that the foregoing statements in this Section 3.3(a) regarding Merger Sub are true and correct.
(b) In the case of Parent, (i) it is not in violation of any provision of its certificate of incorporation (the “Parent Charter”) or its bylaws (the “Parent Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), and (iii) the affirmative vote of at least a majority of all outstanding shares of Parent Stock entitled to cast a vote, to approve the Reclassification Shareholder Approval and the issuance of shares of Class B Stock and Series A Preferred Stock (the “Parent Stock Issuance”) in the Merger, are the only votes of the holders of any class or series of Securities of Parent necessary to consummate the transactions contemplated hereby to which Parent or any of its Retained Subsidiaries is a party.
(c) In the case of Merger Sub, (i) it is not in violation of any provision of its certificate of formation or its operating agreement, (ii) this Agreement has been duly adopted by Parent, as the sole member of Merger Sub, in accordance with the DGCL and Merger Sub’s organizational documents, and (iii) no other vote of the holders of any class or series of Securities of Merger Sub is necessary to consummate the transactions contemplated hereby to which Merger Sub is a party.
(d) In the case of the Company, (i) it is not in violation of any provision of its certificate of incorporation (the “Company Charter”) or its bylaws (the “Company Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), (iii) this Agreement has been duly adopted Enforceability Exceptions. The Voting Agreements delivered by the Company include holders of Company Stock in accordance with Ordinary Shares representing at least the DGCL and its organizational documentsRequired Company Shareholder Approval, and (iv) no other vote of such Voting Agreements are in full force and effect subject to the holders of any class or series of Securities of the Company is necessary to consummate the transactions contemplated hereby to which the Company or any of its Retained Subsidiaries is a party, except as has already been obtainedEnforceability Exception.
Appears in 1 contract
Sources: Business Combination Agreement (Vision Sensing Acquisition Corp.)
Authorization; Binding Agreement. (a) It Subject to filing the Amended Pubco Charter, each of Pubco and Merger Sub has the all requisite corporate or, in the case of Merger Sub, limited liability company power and authority to execute and deliver this Agreement and each other document or instrument executed or Ancillary Document to be executed by which it in connection herewithis a party, to perform its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by it of this Agreement and each other document or instrument executed or Ancillary Document to be executed by which it in connection herewith, the performance of its obligations hereunder and thereunder, is a party and the consummation of the transactions contemplated hereby or thereby, and thereby have been duly and validly authorized by all necessary corporate or, in the case board of directors and shareholders of Pubco and Merger Sub, limited liability company, action, Sub and no other proceedings corporate proceedings, other than as set forth elsewhere in the Agreement (including the filing of the Amended Pubco Charter), on the part of it Pubco or the holders of its Stock or, in the case of Merger Sub, its membership interests, Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the Reclassification and the Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been, and each other document Ancillary Document to which Pubco or instrument to Merger Sub is a party has been or shall be executed by it in connection herewith will bewhen delivered, duly and validly executed and delivered by it, such Party and, when duly executed assuming the due authorization, execution and delivered delivery of this Agreement and such Ancillary Documents by the other parties hereto or and thereto, constitutes, or will when delivered shall constitute, a legal, the valid and binding obligation of it such Party, enforceable against it such Party in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Parent additionally represents and warrants subject to the Company that the foregoing statements in this Section 3.3(a) regarding Merger Sub are true and correctEnforceability Exceptions.
(b) In the case of Parent, (i) it is not in violation of any provision of its certificate of incorporation (the “Parent Charter”) or its bylaws (the “Parent Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), and (iii) the affirmative vote of at least a majority of all outstanding shares of Parent Stock entitled to cast a vote, to approve the Reclassification and the issuance of shares of Class B Stock and Series A Preferred Stock (the “Parent Stock Issuance”) in the Merger, are the only votes of the holders of any class or series of Securities of Parent necessary to consummate the transactions contemplated hereby to which Parent or any of its Retained Subsidiaries is a party.
(c) In the case of Merger Sub, (i) it is not in violation of any provision of its certificate of formation or its operating agreement, (ii) this Agreement has been duly adopted by Parent, as the sole member of Merger Sub, in accordance with the DGCL and Merger Sub’s organizational documents, and (iii) no other vote of the holders of any class or series of Securities of Merger Sub is necessary to consummate the transactions contemplated hereby to which Merger Sub is a party.
(d) In the case of the Company, (i) it is not in violation of any provision of its certificate of incorporation (the “Company Charter”) or its bylaws (the “Company Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), (iii) this Agreement has been duly adopted by the holders of Company Stock in accordance with the DGCL and its organizational documents, and (iv) no other vote of the holders of any class or series of Securities of the Company is necessary to consummate the transactions contemplated hereby to which the Company or any of its Retained Subsidiaries is a party, except as has already been obtained.
Appears in 1 contract
Sources: Business Combination Agreement (Draper Oakwood Technology Acquisition Inc.)
Authorization; Binding Agreement. (a) It The Company has the all requisite corporate or, in the case of Merger Sub, limited liability company power and authority to execute and deliver this Agreement and each other document Ancillary Document to which it is or instrument executed or to will be executed by it in connection herewitha party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and therebyTransactions, subject to the receipt of the Company Shareholder Approvals. The execution and delivery by it of this Agreement and each other document Ancillary Document to which the Company is or instrument executed or to will be executed by it in connection herewith, the performance of its obligations hereunder and thereunder, a party and the consummation of the transactions contemplated hereby or thereby, Transactions have been duly and validly authorized by all necessary corporate or, the Company Board in accordance with the case of Merger Sub, limited liability company, action, Company’s Organizational Documents and no other proceedings on the part of it or the holders of its Stock or, in the case of Merger Sub, its membership interests, are necessary to authorize this Agreement or to consummate the Reclassification and the Merger and the other transactions contemplated herebyany applicable Law. This Agreement has been, and each other document Ancillary Document to which the Company is or instrument to will be executed by it in connection herewith will bea party shall be when delivered, duly executed and delivered by it, and, when duly validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto or and thereto, constitutes, or will when delivered shall constitute, a legal, the valid and binding obligation of it the Company, enforceable against it the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Parent additionally represents and warrants subject to the Company that the foregoing statements in this Section 3.3(a) regarding Merger Sub are true and correctEnforceability Exceptions.
(b) In On or prior to the case date of Parentthis Agreement, the Company Board has duly adopted resolutions (i) it determining that this Agreement and the Ancillary Documents to which the Company is not a party and the transactions contemplated hereby and thereby are in violation the best interests of any provision of the Company and its certificate of incorporation (the “Parent Charter”) or its bylaws (the “Parent Bylaws”)stockholders, (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation approving, declaring the advisability of, and bylaws (or similar organizational documents)authorizing the execution, delivery and performance by the Company of, this Agreement and the Ancillary Documents to which the Company is a party and the transactions contemplated hereby and thereby and (iii) recommending the affirmative vote approval and adoption of at least a majority of all outstanding shares of Parent Stock entitled to cast a vote, to approve the Reclassification this Agreement and the issuance of shares of Class B Stock Ancillary Documents to which the Company is a party and Series A Preferred Stock (the “Parent Stock Issuance”) in the Merger, are the only votes of the holders of any class or series of Securities of Parent necessary to consummate the transactions contemplated hereby to which Parent or any of its Retained Subsidiaries is a party.
(c) In the case of Merger Sub, (i) it is not in violation of any provision of its certificate of formation or its operating agreement, (ii) this Agreement has been duly adopted by Parent, as the sole member of Merger Sub, in accordance with the DGCL and Merger Sub’s organizational documents, and (iii) no other vote of the holders of any class or series of Securities of Merger Sub is necessary to consummate the transactions contemplated hereby to which Merger Sub is a party.
(d) In the case of the Company, (i) it is not in violation of any provision of its certificate of incorporation (the “Company Charter”) or its bylaws (the “Company Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), (iii) this Agreement has been duly adopted thereby by the holders Company Shareholders. No other corporate action is required on the part of Company Stock in accordance with the DGCL and its organizational documents, and (iv) no other vote of the holders of any class or series of Securities of the Company is necessary to consummate the transactions contemplated hereby to which the Company or any of its Retained Subsidiaries the Company Shareholders to enter into this Agreement or the Ancillary Documents to which the Company is a party, except as has already been obtainedparty or to approve the Merger other than the Company Shareholder Approvals.
Appears in 1 contract
Sources: Business Combination Agreement (Athena Technology Acquisition Corp. II)
Authorization; Binding Agreement. (a) It MICT has the all requisite corporate or, in the case of Merger Sub, limited liability company power and authority to execute and deliver this Agreement and each other document or instrument executed or Ancillary Document to be executed by which it in connection herewithis a party, to perform its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Stockholder Approval. The execution and delivery by it of this Agreement and each other document or instrument executed or Ancillary Document to be executed by which it in connection herewith, the performance of its obligations hereunder and thereunder, is a party and the consummation of the transactions contemplated hereby or thereby, and thereby (a) have been duly and validly authorized by all necessary corporate orthe board of directors of MICT and (b) other than the Required Stockholder Approval, in the case of Merger Sub, limited liability company, action, and no other proceedings corporate proceedings, other than as set forth elsewhere in this Agreement, on the part of it or the holders of its Stock or, in the case of Merger Sub, its membership interests, MICT are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the Reclassification and the Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been, and each other document Ancillary Document to which MICT is a party has been or instrument to shall be executed by it in connection herewith will bewhen delivered, duly and validly executed and delivered by it, MICT and, when duly executed assuming the due authorization, execution and delivered delivery of this Agreement and such Ancillary Documents by the other parties hereto or and thereto, constitutes, or will when delivered shall constitute, a legal, the valid and binding obligation of it MICT, enforceable against it MICT in accordance with its terms, except as such to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, reorganization and moratorium or laws and other similar Laws laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and by general principles the fact that equitable remedies or relief (including the remedy of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Parent additionally represents and warrants specific performance) are subject to the Company that discretion of the foregoing statements in this Section 3.3(a) regarding Merger Sub are true and correct.
court from which such relief may be sought (b) In the case of Parentcollectively, (i) it is not in violation of any provision of its certificate of incorporation (the “Parent Charter”) or its bylaws (the “Parent BylawsEnforceability Exceptions”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), and (iii) the affirmative vote of at least a majority of all outstanding shares of Parent Stock entitled to cast a vote, to approve the Reclassification and the issuance of shares of Class B Stock and Series A Preferred Stock (the “Parent Stock Issuance”) in the Merger, are the only votes of the holders of any class or series of Securities of Parent necessary to consummate the transactions contemplated hereby to which Parent or any of its Retained Subsidiaries is a party.
(c) In the case of Merger Sub, (i) it is not in violation of any provision of its certificate of formation or its operating agreement, (ii) this Agreement has been duly adopted by Parent, as the sole member of Merger Sub, in accordance with the DGCL and Merger Sub’s organizational documents, and (iii) no other vote of the holders of any class or series of Securities of Merger Sub is necessary to consummate the transactions contemplated hereby to which Merger Sub is a party.
(d) In the case of the Company, (i) it is not in violation of any provision of its certificate of incorporation (the “Company Charter”) or its bylaws (the “Company Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), (iii) this Agreement has been duly adopted by the holders of Company Stock in accordance with the DGCL and its organizational documents, and (iv) no other vote of the holders of any class or series of Securities of the Company is necessary to consummate the transactions contemplated hereby to which the Company or any of its Retained Subsidiaries is a party, except as has already been obtained.
Appears in 1 contract
Sources: Acquisition Agreement (MICT, Inc.)
Authorization; Binding Agreement. (a) It Subject to filing the Pubco A&R Organizational Documents and obtaining the Merger Sub Member Approval, each of Pubco, SPAC Merger Sub and Company Merger Sub has the all requisite corporate or, in the case of Merger Sub, limited liability company power and authority to execute and deliver this Agreement and each other document or instrument executed or Ancillary Document to be executed by which it in connection herewithis a party, to perform its obligations hereunder and thereunder, thereunder and to consummate the transactions Transactions contemplated hereby and thereby. The execution and delivery by it of this Agreement and each other document or instrument executed or Ancillary Document to be executed by which it in connection herewith, the performance of its obligations hereunder and thereunder, is a party and the consummation of the transactions Transactions contemplated hereby or thereby, and thereby have been duly and validly authorized by all necessary corporate orthe board of directors of Pubco, in the case of SPAC Merger Sub, limited liability company, action, Sub and Company Merger Sub and no other proceedings corporate proceedings, other than as expressly set forth elsewhere in this Agreement (including the filing of the Pubco A&R Organizational Documents and obtaining the Merger Sub Member Approval), on the part of it Pubco, SPAC Merger Sub or the holders of its Stock or, in the case of Company Merger Sub, its membership interests, Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the Reclassification Transactions contemplated hereby and the Merger and the other transactions contemplated herebythereby. This Agreement has been, and each other document Ancillary Document to which Pubco, SPAC Merger Sub or instrument to Company Merger Sub is a party has been or shall be executed by it in connection herewith will bewhen delivered, duly and validly executed and delivered by it, such Party and, when duly executed assuming the due authorization, execution and delivered delivery of this Agreement and any such Ancillary Documents by the other Parties and other parties hereto or thereto, constitutes, or will when delivered shall constitute, a the legal, valid and binding obligation of it such Party, enforceable against it such Party in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Parent additionally represents and warrants subject to the Company that the foregoing statements in this Section 3.3(a) regarding Merger Sub are true and correctEnforceability Exceptions.
(b) In the case of Parent, (i) it is not in violation of any provision of its certificate of incorporation (the “Parent Charter”) or its bylaws (the “Parent Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), and (iii) the affirmative vote of at least a majority of all outstanding shares of Parent Stock entitled to cast a vote, to approve the Reclassification and the issuance of shares of Class B Stock and Series A Preferred Stock (the “Parent Stock Issuance”) in the Merger, are the only votes of the holders of any class or series of Securities of Parent necessary to consummate the transactions contemplated hereby to which Parent or any of its Retained Subsidiaries is a party.
(c) In the case of Merger Sub, (i) it is not in violation of any provision of its certificate of formation or its operating agreement, (ii) this Agreement has been duly adopted by Parent, as the sole member of Merger Sub, in accordance with the DGCL and Merger Sub’s organizational documents, and (iii) no other vote of the holders of any class or series of Securities of Merger Sub is necessary to consummate the transactions contemplated hereby to which Merger Sub is a party.
(d) In the case of the Company, (i) it is not in violation of any provision of its certificate of incorporation (the “Company Charter”) or its bylaws (the “Company Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), (iii) this Agreement has been duly adopted by the holders of Company Stock in accordance with the DGCL and its organizational documents, and (iv) no other vote of the holders of any class or series of Securities of the Company is necessary to consummate the transactions contemplated hereby to which the Company or any of its Retained Subsidiaries is a party, except as has already been obtained.
Appears in 1 contract
Sources: Business Combination Agreement (Tlgy Acquisition Corp)
Authorization; Binding Agreement. (a) It The SPAC has the all requisite corporate or, in the case of Merger Sub, limited liability company power and authority to execute and deliver this Agreement and each other document or instrument executed or Ancillary Document to be executed by which it in connection herewithis a party, to perform its the SPAC’s obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required SPAC Shareholder Approval. The execution and delivery by it of this Agreement and each other document or instrument executed or Ancillary Document to be executed by it in connection herewith, which the performance of its obligations hereunder and thereunder, SPAC is a party and the consummation of the transactions contemplated hereby or thereby, and thereby (a) have been duly and validly authorized by all necessary corporate or, in the case of Merger Sub, limited liability company, actionSPAC Board, and (b) other than the Required SPAC Shareholder Approval, no other proceedings corporate proceedings, other than as set forth elsewhere in this Agreement, on the part of it or the holders of its Stock or, in the case of Merger Sub, its membership interests, SPAC are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the Reclassification and the Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been, and each other document or instrument Ancillary Document to which the SPAC is a party shall be executed by it in connection herewith will bewhen delivered, duly executed and delivered by it, and, when duly validly executed and delivered by the SPAC and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto or and thereto, constitutes, or will when delivered shall constitute, a legal, the valid and binding obligation of it the SPAC, enforceable against it the SPAC in accordance with its terms, except as such to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, reorganization and moratorium or Laws and other similar Laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and by general principles the fact that equitable remedies or relief (including the remedy of equity specific performance) are subject to the discretion of the court from which such relief may be sought (regardless of whether enforceability is considered in a proceeding in equity or at lawcollectively, the “Enforceability Exceptions”). Parent additionally represents The SPAC’s Board has by resolutions duly adopted at a meeting duly called and warrants to held, as of the Company that the foregoing statements in date of this Section 3.3(a) regarding Merger Sub are true and correct.
(b) In the case of ParentAgreement, (i) it is not determined that this Agreement, the Amalgamation and the other transactions contemplated hereby are advisable, fair to, and in violation of any provision of its certificate of incorporation (the “Parent Charter”) or its bylaws (best interests of, the “Parent Bylaws”)SPAC Shareholders, (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation approved and bylaws (or similar organizational documents)adopted this Agreement and the Ancillary Documents to which it is a party and approved the Amalgamation and the other transactions contemplated by hereby and thereby, and (iii) recommended the affirmative vote approval and adoption of at least a majority of all outstanding shares of Parent Stock entitled to cast a votethis Agreement, to approve the Reclassification and the issuance of shares of Class B Stock and Series A Preferred Stock (the “Parent Stock Issuance”) in the Merger, are the only votes of the holders of any class or series of Securities of Parent necessary to consummate the transactions contemplated hereby Ancillary Documents to which Parent or any of its Retained Subsidiaries is a party.
(c) In the case of Merger Sub, (i) it is not in violation of any provision of its certificate of formation or its operating agreement, (ii) this Agreement has been duly adopted by Parent, as the sole member of Merger Sub, in accordance with the DGCL and Merger Sub’s organizational documents, and (iii) no other vote of the holders of any class or series of Securities of Merger Sub is necessary to consummate the transactions contemplated hereby to which Merger Sub is a party.
(d) In the case of the Company, (i) it is not in violation of any provision of its certificate of incorporation (the “Company Charter”) or its bylaws (the “Company Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), (iii) this Agreement has been duly adopted by the holders of Company Stock in accordance with the DGCL and its organizational documents, and (iv) no other vote of the holders of any class or series of Securities of the Company is necessary to consummate the transactions contemplated hereby to which the Company or any of its Retained Subsidiaries is a party, except as has already been obtainedthe Amalgamation, and the other transactions contemplated hereby and thereby by the SPAC Shareholders.
Appears in 1 contract
Sources: Business Combination Agreement (Insight Acquisition Corp. /DE)
Authorization; Binding Agreement. (a) It Such Company has the all requisite corporate or, in the case of Merger Sub, limited liability company power and authority to execute and deliver this Agreement and each other document or instrument executed or Ancillary Document to be executed by which it in connection herewithis a party, to perform its obligations hereunder and thereunderthereunder and to consummate the M▇▇▇▇▇ and the other transactions contemplated hereby and thereby. Subject to the receipt of the Required Company Shareholder Approval, the execution and delivery of this Agreement and each Ancillary Document to which such Company is or is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by such Company’s board of directors and, where applicable, its shareholders, in accordance with such Company’s Organizational Documents, any applicable Law or any Contract to which such Company or any of its shareholders is a party or by which it or its securities are bound and (b) no other corporate proceedings on the part of such Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. The This Agreement has been, and each Ancillary Document to which such Company is a party shall be when delivered, duly and validly executed and delivered by such Company and assuming the due authorization, execution and delivery by it of this Agreement and each any such Ancillary Document by the other document parties hereto and thereto, constitutes, or instrument executed or to be executed by it in connection herewithwhen delivered shall constitute, the performance legal, valid and binding obligation of the Company, enforceable against such Company in accordance with its obligations hereunder terms, subject to the Enforceability Exceptions. Such Company’s board of directors, by resolutions duly adopted at a meeting duly called and thereunderheld or by action by unanimous written consent in accordance with its Organizational Documents, has (i) determined that this Agreement, and thereby the Ancillary Documents, and the consummation of Mergers and the other transactions contemplated hereby or therebyand thereby are advisable, have been duly fair to, and validly authorized by all necessary corporate or, in the case of Merger Subbest interests of, limited liability companysuch Company and its shareholders, action(ii) approved and adopted this Agreement, the Ancillary Documents, and approved the Mergers and the other transactions contemplated hereby and thereby in accordance with applicable law, (iii) directed that this Agreement be submitted to such Company’s shareholders for consideration, approval and adoption, (iv) recommended that such Company’s shareholders approve and adopt this Agreement, the Ancillary Documents, and the Merger and other transactions contemplated hereby and thereby. Except for the Required Company Shareholder Approval, no other proceedings on the part additional approval or vote of it or the any holders of its Stock or, in the case capital stock or other equity interests of Merger Sub, its membership interests, are such Company would then be necessary to authorize approve and adopt this Agreement or to consummate and the Reclassification Ancillary Documents and approve the Merger and the other transactions contemplated hereby. This Agreement has been, hereby and each other document or instrument to be executed by it in connection herewith will be, duly executed and delivered by it, and, when duly executed and delivered by the other parties hereto or thereto, constitutes, or will constitute, a legal, valid and binding obligation of it enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Parent additionally represents and warrants to the Company that the foregoing statements in this Section 3.3(a) regarding Merger Sub are true and correctthereby.
(b) In the case of Parent, (i) it is not in violation of any provision of its certificate of incorporation (the “Parent Charter”) or its bylaws (the “Parent Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), and (iii) the affirmative vote of at least a majority of all outstanding shares of Parent Stock entitled to cast a vote, to approve the Reclassification and the issuance of shares of Class B Stock and Series A Preferred Stock (the “Parent Stock Issuance”) in the Merger, are the only votes of the holders of any class or series of Securities of Parent necessary to consummate the transactions contemplated hereby to which Parent or any of its Retained Subsidiaries is a party.
(c) In the case of Merger Sub, (i) it is not in violation of any provision of its certificate of formation or its operating agreement, (ii) this Agreement has been duly adopted by Parent, as the sole member of Merger Sub, in accordance with the DGCL and Merger Sub’s organizational documents, and (iii) no other vote of the holders of any class or series of Securities of Merger Sub is necessary to consummate the transactions contemplated hereby to which Merger Sub is a party.
(d) In the case of the Company, (i) it is not in violation of any provision of its certificate of incorporation (the “Company Charter”) or its bylaws (the “Company Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), (iii) this Agreement has been duly adopted by the holders of Company Stock in accordance with the DGCL and its organizational documents, and (iv) no other vote of the holders of any class or series of Securities of the Company is necessary to consummate the transactions contemplated hereby to which the Company or any of its Retained Subsidiaries is a party, except as has already been obtained.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Pelican Acquisition Corp)
Authorization; Binding Agreement. (a) It Subject to filing the Amended Pubco Charter, each of Pubco and Merger Sub has the all requisite corporate or, in the case of Merger Sub, limited liability company power and authority to execute and deliver this Agreement and each other document or instrument executed or Ancillary Document to be executed which it is a party, and, subject to the approval by it in connection herewiththe director and members of Merger Sub of the Plan of Merger and the approval by the director of Merger Sub of the Articles of Merger, to perform its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by it of this Agreement and each other document or instrument executed or Ancillary Document to be executed by which it in connection herewith, the performance of its obligations hereunder and thereunder, is a party and the consummation of the transactions contemplated hereby or thereby, and thereby have been duly and validly authorized by all necessary corporate or, in the case board of directors and shareholders of Pubco and Merger Sub, limited liability company, action, Sub and no other proceedings corporate proceedings, other than as expressly set forth elsewhere in the Agreement (including the filing of the Amended Pubco Charter and approval of the Plan of Merger and Articles of Merger), on the part of it Pubco or the holders of its Stock or, in the case of Merger Sub, its membership interests, Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the Reclassification and the Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been, and each other document Ancillary Document to which Pubco or instrument to Merger Sub is a party has been or shall be executed by it in connection herewith will bewhen delivered, duly and validly executed and delivered by it, such Party and, when duly executed assuming the due authorization, execution and delivered delivery of this Agreement and such Ancillary Documents by the other parties hereto or and thereto, constitutes, or will when delivered shall constitute, a legal, the valid and binding obligation of it such Party, enforceable against it such Party in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Parent additionally represents and warrants subject to the Company that the foregoing statements in this Section 3.3(a) regarding Merger Sub are true and correctEnforceability Exceptions.
(b) In the case of Parent, (i) it is not in violation of any provision of its certificate of incorporation (the “Parent Charter”) or its bylaws (the “Parent Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), and (iii) the affirmative vote of at least a majority of all outstanding shares of Parent Stock entitled to cast a vote, to approve the Reclassification and the issuance of shares of Class B Stock and Series A Preferred Stock (the “Parent Stock Issuance”) in the Merger, are the only votes of the holders of any class or series of Securities of Parent necessary to consummate the transactions contemplated hereby to which Parent or any of its Retained Subsidiaries is a party.
(c) In the case of Merger Sub, (i) it is not in violation of any provision of its certificate of formation or its operating agreement, (ii) this Agreement has been duly adopted by Parent, as the sole member of Merger Sub, in accordance with the DGCL and Merger Sub’s organizational documents, and (iii) no other vote of the holders of any class or series of Securities of Merger Sub is necessary to consummate the transactions contemplated hereby to which Merger Sub is a party.
(d) In the case of the Company, (i) it is not in violation of any provision of its certificate of incorporation (the “Company Charter”) or its bylaws (the “Company Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), (iii) this Agreement has been duly adopted by the holders of Company Stock in accordance with the DGCL and its organizational documents, and (iv) no other vote of the holders of any class or series of Securities of the Company is necessary to consummate the transactions contemplated hereby to which the Company or any of its Retained Subsidiaries is a party, except as has already been obtained.
Appears in 1 contract
Sources: Business Combination Agreement (East Stone Acquisition Corp)
Authorization; Binding Agreement. (a) It Each of the Purchaser and Merger Sub has the all requisite corporate or, in the case of Merger Sub, limited liability company power and authority (as applicable) to execute and deliver this Agreement and each other document or instrument executed or Ancillary Document to be executed by which it in connection herewithis a party, to perform its respective obligations hereunder and thereunderthereunder and to consummate the Transactions and thereby, subject, in the case of the Purchaser, to obtaining the Required Purchaser Shareholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which the Purchaser is a party and the consummation of the transactions contemplated hereby and thereby (a) have been favorably recommended by the Special Committee to the board of directors of Purchaser, (b) have been duly and validly authorized by the board of directors of the Purchaser, and (c) other than the Required Purchaser Shareholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of the Purchaser are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. The execution and delivery by it of this Agreement and each other document or instrument executed or Ancillary Document to be executed by it in connection herewith, the performance of its obligations hereunder and thereunder, which Merger Sub is a party and the consummation of the transactions contemplated hereby or thereby, and thereby have been duly and validly authorized by all necessary corporate or, in the case of Merger Sub, limited liability company, action, or other organizational action and no other proceedings corporate or organizational actions or proceedings, other than as set forth elsewhere in the Agreement, on the part of it or the holders of its Stock or, in the case of Merger Sub, its membership interests, Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which Merger Sub is a party or to consummate the Reclassification and the Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been, and each other document Ancillary Document to which the Purchaser or instrument to Merger Sub is a party shall be executed by it in connection herewith will bewhen delivered, duly executed and delivered by it, and, when duly validly executed and delivered by the Purchaser or Merger Sub, as applicable, and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto or and thereto, constitutes, or will when delivered shall constitute, a legal, the valid and binding obligation of it the Purchaser or Merger Sub, enforceable against it the Purchaser or Merger Sub, in accordance with its terms, except as such to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, reorganization and moratorium or laws and other similar Laws laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and by general principles the fact that equitable remedies or relief (including the remedy of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Parent additionally represents and warrants specific performance) are subject to the Company that discretion of the foregoing statements in this Section 3.3(a) regarding Merger Sub are true and correct.
court from which such relief may be sought (b) In the case of Parentcollectively, (i) it is not in violation of any provision of its certificate of incorporation (the “Parent Charter”) or its bylaws (the “Parent BylawsEnforceability Exceptions”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), and (iii) the affirmative vote of at least a majority of all outstanding shares of Parent Stock entitled to cast a vote, to approve the Reclassification and the issuance of shares of Class B Stock and Series A Preferred Stock (the “Parent Stock Issuance”) in the Merger, are the only votes of the holders of any class or series of Securities of Parent necessary to consummate the transactions contemplated hereby to which Parent or any of its Retained Subsidiaries is a party.
(c) In the case of Merger Sub, (i) it is not in violation of any provision of its certificate of formation or its operating agreement, (ii) this Agreement has been duly adopted by Parent, as the sole member of Merger Sub, in accordance with the DGCL and Merger Sub’s organizational documents, and (iii) no other vote of the holders of any class or series of Securities of Merger Sub is necessary to consummate the transactions contemplated hereby to which Merger Sub is a party.
(d) In the case of the Company, (i) it is not in violation of any provision of its certificate of incorporation (the “Company Charter”) or its bylaws (the “Company Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), (iii) this Agreement has been duly adopted by the holders of Company Stock in accordance with the DGCL and its organizational documents, and (iv) no other vote of the holders of any class or series of Securities of the Company is necessary to consummate the transactions contemplated hereby to which the Company or any of its Retained Subsidiaries is a party, except as has already been obtained.
Appears in 1 contract
Sources: Merger Agreement (Innovative International Acquisition Corp.)
Authorization; Binding Agreement. (a) It The Company has the all requisite corporate or, in the case of Merger Sub, limited liability company power and authority to execute and deliver this Agreement and each other document Ancillary Document to which it is or instrument executed or is required to be executed by it in connection herewitha party, to perform its the Company’s obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Shareholder Approval. The execution and delivery by it of this Agreement and each other document Ancillary Document to which the Company is or instrument executed or is required to be executed by it in connection herewith, the performance of its obligations hereunder and thereunder, a party and the consummation of the transactions contemplated hereby or and thereby, (a) have been duly and validly authorized by all necessary corporate orthe Company’s board of directors in accordance with the Company’s Organizational Documents, in the case Florida Statutes, any other applicable Law or any Contract to which the Company or any of Merger Subits shareholders is a party or by which it or its securities are bound and (b) other than the Required Company Shareholder Approval, limited liability company, action, and no other corporate proceedings on the part of it or the holders of its Stock or, in the case of Merger Sub, its membership interests, Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the Reclassification transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company is or is required to be a party shall be when delivered, duly and validly executed and delivered by the Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted (i) determined that this Agreement and the Merger and the other transactions contemplated hereby. This Agreement has beenhereby are advisable, fair to, and each other document or instrument to be executed by it in connection herewith will bethe best interests of, duly executed and delivered by it, and, when duly executed and delivered by the other parties hereto or thereto, constitutes, or will constitute, a legal, valid and binding obligation of it enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Parent additionally represents and warrants to the Company that the foregoing statements in this Section 3.3(a) regarding Merger Sub are true and correct.
(b) In the case of Parent, (i) it is not in violation of any provision of its certificate of incorporation (the “Parent Charter”) or its bylaws (the “Parent Bylaws”)shareholders, (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), and (iii) the affirmative vote of at least a majority of all outstanding shares of Parent Stock entitled to cast a vote, to approve the Reclassification approved this Agreement and the issuance of shares of Class B Stock Merger and Series A Preferred Stock (the “Parent Stock Issuance”) in the Merger, are the only votes of the holders of any class or series of Securities of Parent necessary to consummate the other transactions contemplated hereby to which Parent or any of its Retained Subsidiaries is a party.
(c) In the case of Merger Sub, (i) it is not in violation of any provision of its certificate of formation or its operating agreement, (ii) by this Agreement has been duly adopted by Parent, as the sole member of Merger Sub, in accordance with the DGCL and Merger Sub’s organizational documents, and (iii) no other vote of the holders of any class or series of Securities of Merger Sub is necessary to consummate the transactions contemplated hereby to which Merger Sub is a party.
(d) In the case of the Company, (i) it is not in violation of any provision of its certificate of incorporation (the “Company Charter”) or its bylaws (the “Company Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents)Florida Statutes, (iii) directed that this Agreement has been duly adopted by be submitted to the holders of Company Stock in accordance with the DGCL and its organizational documents, Shareholders for adoption and (iv) no other vote of the holders of any class or series of Securities of resolved to recommend that the Company is necessary to consummate the transactions contemplated hereby to which the Company or any of its Retained Subsidiaries is a party, except as has already been obtainedShareholders adopt this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Genesis Growth Tech Acquisition Corp.)