Authorization; No Conflict. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and, assuming the representations and warranties set forth in Section 4.8 are true and correct and that the Transactions are consummated in accordance with Section 251(h) of the DGCL, to consummate the Transactions. The execution and delivery by the Company of this Agreement and, assuming the representations and warranties set forth in Section 4.8 are true and correct and that the Transactions are consummated in accordance with Section 251(h) of the DGCL, the consummation by the Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Company. The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder and the consummation by the Company of the Transactions have been duly authorized and approved unanimously by the Company Board and the Special Committee. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, assuming due and valid authorization, execution and delivery thereof by Parent and Merger Sub, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws of general application affecting or relating to the enforcement of creditors rights generally and equitable principles of general applicability, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). (b) Neither the execution and delivery of this Agreement by the Company nor the performance or consummation by the Company of the Transactions will (i) result in a violation or breach of or conflict with the Company Charter Documents; (ii) result in a modification, violation or breach of, increased liability under or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or result in the termination or cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon, any of the properties, rights or assets owned or operated by the Company under any of the terms, conditions or provisions of any Company Material Contract to which the Company is a party or by which the Company or its properties, rights or assets may be bound; or (iii) subject to obtaining or making the Consents referred to in Section 3.3(c), violate any judgment, ruling, order, writ, injunction or decree of any Governmental Authority (“Judgment”) or any statute, code, decree, law, ordinance, rule, regulation or order of any Governmental Authority (“Law”), in each case applicable to the Company or any of its properties or assets, other than, with respect to events described in the foregoing clauses (ii) and (iii), as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect.
Appears in 1 contract
Authorization; No Conflict. (a) The Company has all the requisite corporate power and authority to execute enter into and deliver this Agreement and, assuming the representations and warranties set forth in Section 4.8 are true all other agreements and correct documents contemplated hereby to which it is a party and that the Transactions are consummated in accordance with Section 251(h) of the DGCL, to consummate the Transactions. The execution carry out its obligations hereunder and delivery by the Company of this Agreement and, assuming the representations and warranties set forth in Section 4.8 are true and correct and that the Transactions are consummated in accordance with Section 251(h) of the DGCL, the consummation by the Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Companythereunder. The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder and the consummation by the Company of the Transactions transactions contemplated hereby have been duly authorized by the Board of Directors of the Company. No other corporate proceedings on the part of the Company or any of the Company Subsidiaries are necessary to authorize the execution and approved unanimously delivery of this Agreement, the performance by the Company Board of its obligations hereunder and the Special Committeeconsummation by the Company of the transactions contemplated hereby, except for the adoption of this Agreement by the Required Company Stockholder Vote (as defined in Section 2.11(b)). This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, assuming due and valid authorization, execution and delivery thereof by Parent and Merger Sub, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws of general application affecting or relating to the enforcement of creditors rights generally and equitable principles of general applicability, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). .
(b) Neither the execution and delivery of this Agreement by the Company nor the performance or consummation by the Company of the Transactions transactions contemplated hereby nor compliance by the Company with any of the provisions herein will (i) result in a violation or breach of or conflict with the (x) certificate or articles of incorporation or bylaws of the Company Charter Documents; or any Company Subsidiary that is a corporation, (y) the articles or certificate of formation or the limited liability company agreement of any Company Subsidiary that is a limited liability company, or (z) the certificate of limited partnership or partnership agreement of any Company Subsidiary that is a limited partnership, or the organizational documents of any other Company Subsidiary, (ii) result in a modification, violation or breach of, increased liability under of or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event thatwhich, with notice or lapse of time or both, would constitute a default) under, or result in the termination or termination, cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lienas defined in Section 2.4(b)) upon, upon any of the properties, rights properties or assets owned or operated by the Company or any Company Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to the Company or any Company Subsidiary under any of the terms, conditions or provisions of any Company Material Contract note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which the Company or any of the Company Subsidiaries is a party or by which the Company or its properties, rights any of the Company Subsidiaries or any of their respective properties or assets may be bound; bound or (iii) subject to obtaining or making the Consents consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 3.3(c)paragraph (c) below, violate any judgment, ruling, order, writ, injunction or decree of any Governmental Authority (“Judgment”) or any statute, codeinjunction, decree, statute, law (including the common law, ordinance, rule, regulation or order of any Governmental Authority (“Law”), in each case rule or regulation applicable to the Company or any of its the Company Subsidiaries or any of their respective properties or assets, other than, with respect to events than any such event described in the foregoing clauses items (ii) and or (iii), as) which, individually or in the aggregate, has not had, had and would not reasonably be expected to have, have a Company Material Adverse Effect.
(c) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by the Company or any Company Subsidiary in connection with the Company’s execution, delivery and performance of this Agreement or the consummation by the Company of the transactions contemplated hereby, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of Merger, (ii) compliance with the H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvement Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) and if required, the Competition Act (Canada) (the “Competition Act”), and other applicable foreign competition or antitrust laws, if any, (iii) the filing with the SEC of (A) a proxy statement relating to the Company Stockholders Meeting (as defined in Section 5.1(b)) (such proxy statement, as amended or supplemented from time to time, the “Proxy Statement”), and (B) such reports under Sections 13(a), 13(d), 15(d) or 16(a) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereby and thereby, (iv) compliance with the rules of the New York Stock Exchange (“NYSE”), (v) such governmental or tribal consents, qualifications or filings as are customarily obtained or made following the transfer of interests in oil and gas properties (“Customary Post Closing Consents”), and (vi) compliance with the “blue sky” laws of various states, and except in each case of clauses (i)-(vi) where the failure to obtain or take such action, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.
Appears in 1 contract
Authorization; No Conflict. (a) The Company has all the requisite corporate power and authority to execute enter into and deliver this Agreement and, assuming the representations and warranties set forth in Section 4.8 are true all other agreements and correct documents contemplated hereby to which it is a party and that the Transactions are consummated in accordance with Section 251(h) of the DGCL, to consummate the Transactions. The execution carry out its obligations hereunder and delivery by the Company of this Agreement and, assuming the representations and warranties set forth in Section 4.8 are true and correct and that the Transactions are consummated in accordance with Section 251(h) of the DGCL, the consummation by the Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Companythereunder. The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder and the consummation by the Company of the Transactions transactions contemplated hereby have been duly authorized by the Board of Directors of the Company. No other corporate proceedings on the part of the Company or any of the Company Subsidiaries are necessary to authorize the execution and approved unanimously delivery of this Agreement, the performance by the Company Board of its obligations hereunder and the Special Committeeconsummation by the Company of the transactions contemplated hereby, except for the approval of this Agreement by the Required Company Stockholder Vote (as defined in Section 3.11(b)). This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, assuming due and valid authorization, execution and delivery thereof by Parent and Merger Sub, enforceable against the Company in accordance with its terms, subject except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium reorganization or similar Laws of general application other laws affecting or relating to the enforcement of creditors creditors' rights generally and or by general equitable principles of general applicability, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). principles.
(b) Neither the execution and delivery of this Agreement by the Company nor the performance or consummation by the Company of the Transactions transactions contemplated hereby nor compliance by the Company with any of the provisions herein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws of the Company Charter Documents; or any of the Company Subsidiaries, (ii) result in a modification, violation or breach of, increased liability under of or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event thatwhich, with notice or lapse of time or both, would constitute a default) under, or result in the termination or termination, cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lienas defined in Section 3.4) upon, upon any of the properties, rights properties or assets owned or operated by the Company or any Company Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to the Company or any Company Subsidiary under any of the terms, conditions or provisions of any Company Material Contract note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which the Company or any of the Company Subsidiaries is a party or by which the Company or its properties, rights any of the Company Subsidiaries or any of their respective properties or assets may be bound; bound or (iii) subject to obtaining or making the Consents consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 3.3(c)paragraph (c) below, violate any judgment, ruling, order, writ, injunction or decree of any Governmental Authority (“Judgment”) or any statute, codeinjunction, decree, statute, law (including the common law, ordinance, rule, regulation or order of any Governmental Authority (“Law”), in each case rule or regulation applicable to the Company or any of its the Company Subsidiaries or any of their respective properties or assets, other than, with respect to events than any such event described in the foregoing clauses items (ii) and or (iii), as) which, individually or in the aggregate, has not had, had and would not reasonably be expected to have, have or result in a Company Material Adverse Effect.
(c) No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental or regulatory authority is necessary to be obtained or made by the Company or any Company Subsidiary in connection with the Company's execution, delivery and performance of this Agreement or the consummation by the Company of the transactions contemplated hereby, except for (i) compliance with the NRS, with respect to the filing of the Articles of Merger, (ii) compliance with the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, and t▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇lations promulgated thereunder (the "HSR Act") and applicable foreign competition or antitrust laws, if any, (iii) the filing with the SEC of (A) a proxy statement relating to the Company Stockholders Meeting (as defined in Section 6.1(b)) and the Parent Stockholders Meeting (as defined in Section 6.1(c)) (such proxy statement, as amended or supplemented from time to time, the "Joint Proxy Statement"), and (B) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), as may be required in connection with this Agreement and the transactions contemplated hereby and thereby, (iv) compliance with the rules of the NYSE, (v) such governmental or tribal consents, qualifications or filings as are customarily obtained or made following the transfer of interests in oil and gas properties ("Customary Post Closing Consents") and (vi) compliance with the "blue sky" laws of various states, and except where the failure to obtain or take such action, individually or in the aggregate, has not had and would not reasonably be expected to have or result in a Company Material Adverse Effect.
Appears in 1 contract
Authorization; No Conflict. (a) The Company has all the requisite corporate power and authority to execute enter into and deliver this Agreement and, assuming the representations and warranties set forth in Section 4.8 are true all other agreements and correct documents contemplated hereby to which it is a party and that the Transactions are consummated in accordance with Section 251(h) of the DGCL, to consummate the Transactions. The execution carry out its obligations hereunder and delivery by the Company of this Agreement and, assuming the representations and warranties set forth in Section 4.8 are true and correct and that the Transactions are consummated in accordance with Section 251(h) of the DGCL, the consummation by the Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Companythereunder. The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder and the consummation by the Company of the Transactions have been duly authorized and approved unanimously by the Company Board Board. No other corporate proceedings on the part of the Company or any of the Company Subsidiaries are necessary to authorize the execution and delivery of this Agreement, the performance by the Company of its obligations hereunder and the Special Committeeconsummation by the Company of the Transactions, except, in the case of the Merger (to the extent required by the DGCL), for the approval of this Agreement by the holders of a majority of the issued and outstanding Shares (the “Required Company Stockholder Vote”). This Agreement has been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, assuming due and valid authorization, execution and delivery thereof by Parent and Merger Sub, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws of general application affecting or relating to the enforcement of creditors rights generally and equitable principles of general applicability, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). .
(b) Neither the execution and delivery of this Agreement by the Company nor the performance or consummation by the Company of the Transactions nor compliance by the Company with any of the provisions herein will (i) result in a violation or breach of or conflict with the Company Charter Documents or the Subsidiary Documents; , (ii) result in a modification, violation or breach of, increased liability under of or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event thatwhich, with notice or lapse of time or both, would constitute a default) under, or result in the termination or termination, cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon, upon any of the properties, rights properties or assets owned or operated by the Company or any Company Subsidiaries under any of the terms, conditions or provisions of any Company Material Contract to which the Company or any of the Company Subsidiaries is a party or by which the Company or its properties, rights any of the Company Subsidiaries or any of their respective properties or assets may be bound; bound or (iii) subject to obtaining or making the Consents consents, approvals, orders, authorizations, registrations, declarations, notifications and filings referred to in Section 3.3(c)paragraph (c) below, violate any judgment, ruling, order, writ, writ or injunction or decree of any Governmental Authority of competent jurisdiction (“Judgment”) or any statute, code, decree, law, ordinance, rule, regulation or executive order of any Governmental Authority (“Law”), in each case ) applicable to the Company, any of the Company Subsidiaries or any of its their respective properties or assets, other thanexcept, with respect to events described in the foregoing clauses (ii) and clause (iii), asfor any such conflicts, violations, breaches, defaults or other occurrences that, individually or in the aggregate, has not had, and would not reasonably be expected to have, have a Company Material Adverse Effect.
(c) No consent, approval, order or authorization of, or registration, declaration, notification to or filing with, any Governmental Authority of competent jurisdiction is necessary to be obtained or made by the Company or any Company Subsidiary in connection with the Company’s execution, delivery and performance of this Agreement or the consummation by the Company of the Transactions, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of Merger; (ii) compliance with the Securities Act, Exchange Act and state securities or “blue sky” laws (the “Blue-Sky Laws”), including without limitation, the filing with the SEC of: (A) the Schedule 14D-9, (B) if necessary, a proxy statement in definitive form relating to the Company Stockholders Meeting (as defined in Section 6.1(b)) (such proxy statement, as amended or supplemented from time to time, (the “Proxy Statement”)), (C) any information statement required by Rule 14f-1 promulgated by the SEC under the Exchange Act (the “Information Statement”) in connection with the Offer, and (D) such reports under Section 13 or 16 of the Exchange Act and the rules and regulations promulgated thereunder, as may be required in connection with this Agreement and the Transactions; (iv) compliance with the rules of Nasdaq; and (v) such consents, approvals, orders, authorizations, filings, declarations, notifications or registrations, that if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
Appears in 1 contract
Sources: Merger Agreement (Lasercard Corp)
Authorization; No Conflict. (a) The Company has all the requisite corporate power and authority to execute enter into and deliver this Agreement and the Rights Amendment and, assuming subject to the representations and warranties set forth in Section 4.8 are true and correct and that the Transactions are consummated in accordance with Section 251(h) of the DGCL, to consummate the Transactions. The execution and delivery by the Company adoption of this Agreement and, assuming by the representations and warranties set forth Company’s stockholders under the DGCL to the extent required by applicable Law in Section 4.8 are true and correct and that the Transactions are consummated in accordance with Section 251(h) case of the DGCLMerger, the consummation by the Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Companyto carry out its obligations hereunder. The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder and the consummation by the Company of the Transactions have been unanimously duly authorized and approved unanimously by the Company Board Board. No other corporate proceedings on the part of the Company is necessary to authorize the execution and delivery of this Agreement, the performance by the Company of its obligations hereunder and the Special Committeeconsummation by the Company of the Transactions, except, in the case of the Merger (i) to the extent required by the DGCL, for the adoption of this Agreement by the holders of a majority of the issued and outstanding Shares (the “Required Company Stockholder Vote”) and (ii) for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware. This Agreement has been duly executed and delivered by the Company and, assuming that this Agreement has been duly executed and delivered by Parent and Merger Sub, constitutes a valid and binding obligation of the Company, assuming due and valid authorization, execution and delivery thereof by Parent and Merger Sub, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws of general application affecting or relating to the enforcement of creditors rights generally and equitable principles of general applicability, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). .
(b) Neither the execution and delivery of this Agreement by the Company nor the performance or consummation by the Company of the Transactions will (i) result in a violation or breach of or conflict with the Company Charter Documents; , (ii) result in a modification, violation or breach of, increased liability under of or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or result in the termination or cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon, upon any of the properties, rights properties or assets owned or operated by the Company under any of the terms, conditions or provisions of any Company Material Contract to which the Company is a party or by which the Company or any of its properties, rights properties or assets may be bound; bound or (iii) subject to receipt of the Required Company Stockholder Vote (to the extent required by the DGCL) and obtaining or making the Consents consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 3.3(c)) below, violate any judgment, ruling, order, writ, injunction or decree of any Governmental Authority (“Judgment”) or any statute, code, decree, law, ordinance, rule, regulation or order of any Governmental Authority (“Law”), in each case applicable to the Company or any of its properties or assets, other than, with respect to events described in the foregoing clauses (ii) and (iii), asany such event or events that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.
(c) No consent, approval, order or authorization of, or registration, declaration or filing with, any United States Federal, state or local governmental, quasi-governmental or regulatory authority, court, body or instrumentality or any governmental, quasi-governmental, regulatory authority, court, body or instrumentality outside of the United States (each, a “Governmental Authority”) is necessary to be obtained or made by the Company in connection with the Company’s execution and delivery of this Agreement or the consummation by the Company of the Transactions, except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business, (ii) compliance with and filings pursuant to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvement Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) and any other applicable Antitrust Laws, (iii) the filing with the SEC of (A) the Offer Documents and Schedule 14D-9, (B) if necessary, a proxy statement in definitive form relating to the Company Stockholders Meeting (such proxy statement, as amended or supplemented from time to time, (the “Proxy Statement”)) and compliance with other applicable requirements of the Exchange Act, (C) any information statement required by Rule 14f-1 promulgated by the SEC under the Exchange Act (the “Information Statement”) in connection with the Offer and (D) such reports under Section 13 or 16 of the Exchange Act and the rules and regulations promulgated thereunder, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of The NASDAQ Stock Market LLC, (v) compliance with the “blue sky” laws of various states and (vi) such other consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of which, individually or in the aggregate, has not had, had and would not reasonably be expected to have, have a Company Material Adverse Effect.
(d) The Company Board, at a meeting duly called and held, has duly and unanimously adopted resolutions (i) approving the Rights Amendment, (ii) declaring that this Agreement and the Transactions, including the Offer and the Merger, are fair to and in the best interests of the Company and its stockholders, (iii) approving and declaring advisable this Agreement and the Transactions, including the Offer and the Merger (such approval having been made in accordance with the DGCL, including for purposes of Section 203 thereof) and (iv) recommending that the Company’s stockholders accept the Offer, tender their Shares to Merger Sub pursuant to the Offer and adopt this Agreement (such recommendation, the “Board Recommendation”), which resolutions have not been subsequently rescinded, modified or amended in any respect except to the extent occurring after the date of this Agreement. The Company has been advised, as of the date hereof, that each of its directors and officers with a title of Executive Vice President and above intends to tender all of his or her Shares, if any, in the Offer.
Appears in 1 contract
Authorization; No Conflict. (a) The Company has all the requisite corporate power and authority to execute enter into and deliver this Agreement and, assuming subject to the representations and warranties set forth in Section 4.8 are true and correct and that the Transactions are consummated in accordance with Section 251(h) of the DGCLRequired Company Shareholder Vote, to consummate the Transactions. The execution and delivery by the Company of this Agreement and, assuming the representations and warranties set forth in Section 4.8 are true and correct and that the Transactions are consummated in accordance with Section 251(h) of the DGCL, the consummation by the Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Companycarry out its obligations hereunder. The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder and the consummation by the Company of the Transactions have been duly authorized and approved unanimously by the Company Board Board. No further corporate proceeding on the part of the Company is necessary to authorize the execution and delivery of this Agreement, the performance by the Company of its obligations hereunder and the Special Committeeconsummation by the Company of the Transactions, except for the approval of this Agreement by the holders of a majority of the outstanding Shares (the “Required Company Shareholder Vote”). This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, assuming due and valid authorization, execution and delivery thereof by Parent and Merger Sub, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws of general application affecting or relating to the enforcement of creditors rights generally and equitable principles of general applicability, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). .
(b) Neither the execution and delivery of this Agreement by the Company nor the performance or consummation by the Company of the Transactions will (i) result in a violation or breach of of, contravene or conflict with the Company Charter DocumentsDocuments or any articles of incorporation or bylaws (or equivalent document) of any of the Company’s Subsidiaries; (ii) conflict with, result in a modification, violation violation, or breach of, increased liability under or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or result in the termination or cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination termination, amendment, cancelation or acceleration under, or result in the creation of any Lien (other than a Permitted LienLiens) upon, upon any of the properties, rights or assets owned or operated by the Company or any of its Subsidiaries or require any consent, notice or approval under any of the terms, conditions or provisions of any Company Material Contract to which the Company is a party or by which the Company or its properties, rights or assets may be boundContract; or (iii) subject to receipt of the Required Company Shareholder Vote and obtaining or making the Consents referred to in Section 3.3(c), violate any judgment, ruling, order, writ, injunction or decree of any Governmental Authority (“Judgment”) or any statute, code, decree, law, Healthcare Law, act, ordinance, rule, regulation or order of any Governmental Authority (“Law”)) binding upon or applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, in each case applicable to the Company or any of its Subsidiaries or their respective properties or assets, other than, with respect to events described in the foregoing clauses (ii) and (iii), as, individually or in the aggregate, has not had, and ) as would not reasonably be expected to have, (A) prevent or materially impair or delay the ability of the Company to carry out its obligations under this Agreement and to consummate the Transactions or (B) otherwise have a Company Material Adverse Effect.
(c) No Consent with or of any United States federal, state or local governmental or regulatory authority, court, body or instrumentality or any governmental, quasi-governmental, administrative, self-regulatory or regulatory authority, court, body or instrumentality outside of the United States, including any political subdivision thereof or any public or private arbitrator or arbitral body (each, a “Governmental Authority”) is necessary to be obtained or made by the Company or any of its Subsidiaries in connection with the Company’s execution and delivery of this Agreement or the consummation by the Company of the Transactions, except for (i) the filing of the Articles of Merger with the Secretary of State of the State of Minnesota and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business; (ii) the filing with the SEC of a proxy statement in definitive form relating to the Company Shareholders Meeting (such proxy statement, as amended or supplemented from time to time, the “Proxy Statement”) and compliance with other applicable requirements of the Exchange Act; (iii) such reports under Section 13 or 16 of the Exchange Act as may be required in connection with this Agreement and the Transactions; (iv) compliance with the rules of Nasdaq; (v) such Consents as may be required under any applicable foreign or state securities, “blue sky” or takeover law; (vi) such Consents as may be required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 (the “HSR Act”), (vii) the other Consents with or of Governmental Authorities set forth in Section 3.3(c) of the Company Disclosure Letter; and (viii) such other Consents which if not obtained or made would not reasonably be expected to (A) prevent or materially impair or delay the ability of the Company to carry out its obligations under this Agreement and to consummate the Transactions or (B) otherwise have a Company Material Adverse Effect.
(d) The Company Board has duly and unanimously adopted and, prior to the execution of this Agreement has not subsequently rescinded or modified in any way, resolutions (i) declaring that this Agreement and the Transactions are fair, advisable and in the best interests of the Company and its shareholders; (ii) approving and declaring advisable this Agreement in accordance with Section 302A.613, Subd. 1, of the MBCA; (iii) directing that the approval of this Agreement be submitted to a vote, as promptly as practicable, of the shareholders of the Company, and (iv) recommending that the Company’s shareholders approve this Agreement in accordance with Section 302A.613, Subd. 2, of the MBCA (such recommendation, the “Board Recommendation” and such actions by the Company Board in this Section 3.3(d), collectively, the “Board Actions”).
(e) Assuming the accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 4.7, the Company has taken all action, if any, reasonably necessary to exempt the Merger from, or otherwise render inapplicable to this Agreement, the Merger and the Transactions pursuant to the following: (i) the restrictions on a “control share acquisition” (as defined in Section 302A.011, Subd. 38, of the MBCA) set forth in Section 302A.671 of the MBCA; (ii) the restrictions on “business combinations” with an “interested shareholder” (each as defined in Section 302A.011, Subd. 46 and Subd. 49, respectively, of the MBCA) set forth in Section 302A.673 of the MBCA; (iii) the “fair price requirement” set forth in Section 302A.675 of the MBCA; (iv) Chapter 80B of the Minnesota Statutes; (v) other similar anti-takeover statute or regulation in Minnesota; (vi) any anti-takeover provision in the Company Charter Documents, or (vii) to the Knowledge of the Company, any other “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover Laws that would reasonably be expected to be applicable to the Merger or the other Transactions, nor will any such Laws restrict, impair or delay the ability of Parent or Merger Sub after the Closing to vote or otherwise exercise all rights as a shareholder of the Company.
Appears in 1 contract
Sources: Merger Agreement (Surmodics Inc)
Authorization; No Conflict. (a) The Company has all the requisite corporate power and authority to execute enter into and deliver this Agreement and, assuming the representations and warranties set forth in Section 4.8 are true all other agreements and correct documents contemplated hereby to which it is a party and that the Transactions are consummated in accordance with Section 251(h) of the DGCL, to consummate the Transactions. The execution carry out its obligations hereunder and delivery by the Company of this Agreement and, assuming the representations and warranties set forth in Section 4.8 are true and correct and that the Transactions are consummated in accordance with Section 251(h) of the DGCL, the consummation by the Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Companythereunder. The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder and the consummation by the Company of the Transactions transactions contemplated hereby have been duly authorized by the Board of Directors of the Company. No other proceedings, corporate or otherwise, on the part of the Company or any of the Company Subsidiaries are necessary to authorize the execution and approved unanimously delivery of this Agreement, the performance by the Company Board of its obligations hereunder and the Special Committeeconsummation by the Company of the transactions contemplated hereby, except for the adoption of this Agreement by the Required Company Stockholder Vote (as defined in Section 3.11(b)), if required by applicable law. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, assuming due and valid authorization, execution and delivery thereof by Parent and Merger Sub, enforceable against the Company in accordance with its terms, subject except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium reorganization or similar Laws of general application other laws affecting or relating to the enforcement of creditors creditors’ rights generally and or by general equitable principles of general applicability, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). principles.
(b) Neither the execution and delivery of this Agreement by the Company nor the performance or consummation by the Company of the Transactions transactions contemplated hereby nor compliance by the Company with any of the provisions herein will (i) result in a violation or breach of or conflict with the Governing Documents of the Company Charter Documents; or any Company Subsidiary, (ii) result in a modification, violation or breach of, increased liability under of or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event thatwhich, with notice or lapse of time or both, would constitute a default) under, or result in the termination or termination, cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon, upon any of the properties, rights properties or assets owned or operated by the Company or any Company Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or result in a loss of any material benefit to which the Company or the Company Subsidiaries is entitled, or otherwise result in a detriment to the Company or any Company Subsidiary under any of the terms, conditions or provisions of any Company Material Contract note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which the Company or any of the Company Subsidiaries is a party or by which the Company or its properties, rights or assets may be bound; or (iii) subject to obtaining or making the Consents referred to in Section 3.3(c), violate any judgment, ruling, order, writ, injunction or decree of any Governmental Authority (“Judgment”) or any statute, code, decree, law, ordinance, rule, regulation or order of any Governmental Authority (“Law”), in each case applicable to the Company or any of its properties or assets, other than, with respect to events described in the foregoing clauses (ii) and (iii), as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect.the
Appears in 1 contract
Authorization; No Conflict. (ai) The Company Credit Union has all requisite corporate the power and authority to execute and deliver this Agreement and to carry out its obligations hereunder (which includes the issuance of the Subordinated Debt) and, assuming when issued, under the representations and warranties set forth in Section 4.8 are true and correct and that the Transactions are consummated in accordance with Section 251(h) of the DGCL, to consummate the TransactionsSubordinated Debt. The execution execution, delivery and delivery performance by the Company Credit Union of this Agreement and, assuming and the representations and warranties set forth in Section 4.8 are true and correct and that the Transactions are consummated in accordance with Section 251(h) consummation of the DGCL, the consummation by the Company of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the CompanyCredit Union and its Members and other non-Member holders of Capital Interests (collectively, “Interest Holders”), and no further approval or authorization is required on the part of the Credit Union. The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder and the consummation by the Company resolutions of the Transactions have been duly authorized and approved unanimously by the Company Board and the Special Committee. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, assuming due and valid authorization, execution and delivery thereof by Parent and Merger Sub, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws of general application affecting or relating to the enforcement of creditors rights generally and equitable principles of general applicability, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). (b) Neither Directors authorizing the execution and delivery of this Agreement by the Company nor and the performance or consummation by the Company of the Transactions will (i) result Credit Union’s obligations hereunder, including the issuance of the Subordinated Debt, a copy of which has been provided to the Investor prior to the Signing Date, are true, complete and correct copies of such documents as in a violation or breach full force and effect as of or conflict with the Company Charter Documents; Signing Date and as of the Closing Date.
(ii) result in a modificationThe execution, violation or breach ofdelivery and performance by the Credit Union of this Agreement and the consummation of the transactions contemplated hereby and compliance by the Credit Union with the provisions hereof, increased liability under or will not (A) violate, conflict with any provisions ofwith, or result in the loss a breach of any material benefit under provision of, or constitute a default (or an event thatwhich, with notice or lapse of time or both, would constitute a default) under, or result in the termination or cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration underof, or result in the creation of any Lien (other than a Permitted Lien) uponlien, security interest, charge or encumbrance upon any of the properties, rights properties or assets owned of the Credit Union or operated by the Company any Credit Union Subsidiary under any of the terms, conditions or provisions of (x) its organizational documents or (y) any Company Material Contract note, debenture, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company Credit Union or any Credit Union Subsidiary is a party or by which the Company it or its properties, rights or assets any Credit Union Subsidiary may be bound; , or to which the Credit Union or any Credit Union Subsidiary or any of the properties or assets of the Credit Union or any Credit Union Subsidiary may be subject, or (iiiB) subject to obtaining or making compliance with the Consents statutes and regulations referred to in Section 3.3(c)the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree of any Governmental Authority (“Judgment”) or any statute, code, decree, law, ordinance, rule, regulation or order of any Governmental Authority (“Law”), in each case applicable to the Company Credit Union or any Credit Union Subsidiary or any of its their respective properties or assetsassets except, other than, with respect to events described in the foregoing case of clauses (iiA)(y) and (iiiB), asfor those occurrences that, individually or in the aggregate, has have not had, had and would not reasonably be expected to have, have a Company Material Adverse Effect.
(iii) Other than such filings and approvals as are required to be made or obtained under any state “blue sky” laws and such as have been made or obtained, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Credit Union in connection with the consummation by the Credit Union of the Purchase except for any such notices, filings, exemptions, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Securities Purchase Agreement
Authorization; No Conflict. (a) The Company has all the requisite corporate power and authority to execute enter into and deliver this Agreement and, assuming the representations and warranties set forth in Section 4.8 are true to carry out its obligations hereunder and correct and that the Transactions are consummated in accordance with Section 251(h) of the DGCL, to consummate the Transactions. The execution and delivery by the Company of this Agreement and, assuming the representations and warranties set forth in Section 4.8 are true and correct and that the Transactions are consummated in accordance with Section 251(h) of the DGCL, the consummation by the Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Companythereunder. The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder and the consummation by the Company of the Transactions transactions contemplated hereby have been duly authorized by the Board of Directors of the Company. No other corporate proceedings on the part of the Company or any of the Company Subsidiaries are necessary to authorize the execution and approved unanimously delivery of this Agreement, the performance by the Company Board of its obligations hereunder and the Special Committeeconsummation by the Company of the transactions contemplated hereby, except for the adoption of this Agreement by the Required Company Stockholder Vote (as defined in Section 2.11(b)), if required by applicable law. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, assuming due and valid authorization, execution and delivery thereof by Parent and Merger Sub, enforceable against the Company in accordance with its terms, subject except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium reorganization or similar Laws of general application other laws affecting or relating to the enforcement of creditors creditors' rights generally and or by general equitable principles of general applicability, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). principles.
(b) Neither the execution and delivery of this Agreement by the Company nor the performance or consummation by the Company of the Transactions transactions contemplated hereby nor compliance by the Company with any of the provisions herein will (i) result in a violation or breach of or conflict with the (x) certificate or articles of incorporation or bylaws of the Company Charter Documents; or any Company Subsidiary that is a corporation or (y) the articles or certificate of formation or the limited liability company agreement of any Company Subsidiary that is a limited liability company, (ii) result in a modification, violation or breach of, increased liability under of or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event thatwhich, with notice or lapse of time or both, would constitute a default) under, or result in the termination or termination, cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lienas defined in Section 2.4(b)) upon, upon any of the properties, rights properties or assets owned or operated by the Company or any Company Subsidiaries under, or result in being declared void, voidable, or without further binding effect, under any of the terms, conditions or provisions of any Company Material Contract note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which the Company or any of the Company Subsidiaries is a party or by which the Company or its properties, rights any of the Company Subsidiaries or any of their respective properties or assets may be bound; is bound or (iii) subject to obtaining or making the Consents consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 3.3(c)paragraph (c) below and the Required Company Stockholder Vote, violate any judgment, ruling, order, writ, injunction or decree of any Governmental Authority (“Judgment”) or any statute, codeinjunction, decree, statute, law (including the common law, ordinance, rule, regulation or order of any Governmental Authority (“Law”), in each case rule or regulation applicable to the Company or any of its the Company Subsidiaries or any of their respective properties or assets, other than, with respect to events than any such event described in the foregoing clauses items (ii) and or (iii), as) which, individually or in the aggregate, has not had, and would not reasonably be expected to have, have or result in a Company Material Adverse Effect.
(c) Except for the consents, approvals, orders or authorizations of, or registrations, declarations or filings with, any Governmental Authority set forth in Section 2.3 of the Company Disclosure Letter (the "Required Approvals"), no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by the Company or any Company Subsidiary in connection with the Company's execution, delivery and performance of this Agreement or the consummation by the Company of the transactions contemplated hereby, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of Merger, (ii) compliance with the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, and t▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇lations promulgated thereunder (the "HSR Act") and the Competition Act (Canada) (the "Competition Act"), and other applicable foreign competition or antitrust laws, if any, (iii) the filing with the SEC of (A) a proxy statement relating to the Company Stockholders Meeting (as defined in Section 5.1(b)) (such proxy statement, as amended or supplemented from time to time, the "Proxy Statement"), and (B) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), as may be required in connection with this Agreement and the transactions contemplated hereby and thereby, (iv) compliance with the rules of the NYSE, (v) such governmental or tribal consents, qualifications or filings as are customarily obtained or made following the transfer of interests in oil and gas properties ("Customary Post Closing Consents"), (vi) compliance with the "blue sky" laws of various states, and (vii) such other consents, approvals, orders or authorizations of, or registrations, declarations or filings with, any Governmental Authority where the failure to obtain or take such action, individually or in the aggregate, would not reasonably be expected to have or result in a Company Material Adverse Effect.
Appears in 1 contract
Authorization; No Conflict. (a) The Company has all the requisite corporate power and authority to execute enter into and deliver this Agreement and, assuming the representations and warranties set forth in Section 4.8 are true all other Transaction Documents to which it is a party and correct to perform and that the Transactions are consummated in accordance with Section 251(h) of the DGCL, carry out its obligations hereunder and thereunder and to consummate the Transactions. The execution and delivery by the Company of this Agreement andand the other Transaction Documents to which the Company is a party, assuming the representations performance by the Company of its obligations hereunder and warranties set forth in Section 4.8 are true thereunder and correct and that the Transactions are consummated in accordance with Section 251(h) of the DGCL, the consummation by the Company of the Transactions have been duly authorized by all necessary the board of directors of the Company. No other corporate action or other proceedings on the part of the Company. The Company are necessary to authorize the execution and delivery of this Agreement by or the CompanyTransaction Documents to which it is a party, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the Transactions have been duly authorized and approved unanimously by the Company Board and the Special CommitteeTransactions. This Agreement has been been, and each other Transaction Document to which the Company is a party will be, duly executed and delivered by the Company and constitutes (assuming due authorization, execution and delivery by Buyer and the other parties thereto) constitutes, or will constitute, a valid and binding obligation of the Company, assuming due and valid authorization, execution and delivery thereof by Parent and Merger Sub, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium insolvency or similar Laws of general application affecting or relating to the enforcement of creditors rights generally and equitable principles of general applicability, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). .
(b) Neither the execution and execution, delivery or performance by the Company of this Agreement by or any other Transaction Document to which the Company is a party, nor the performance or consummation by the Company of the Transactions will nor compliance by the Company with any of the provisions herein or in any other Transaction Document, will, directly or indirectly (with or without notice or lapse of time): (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws or other similar organizational documents of the Company Charter Documentsor any of the Company Subsidiaries; (ii) except as set forth in Section 3.3(b) of the Seller Disclosure Letter, violate, conflict with, result in a modification, violation or breach of, increased liability under constitute a default under, result in the acceleration of or conflict with give any provisions Person the right to accelerate the maturity or performance of, or result in the loss of to cancel, terminate, modify or exercise any material benefit under or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) remedy under, or result in the termination or cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon, any of the properties, rights or assets owned or operated by the Company under any of the terms, conditions or provisions of any Company Material Contract to which the Company is a party or by which the Company or its properties, rights or assets may be boundContract; or (iii) subject to obtaining or making the Consents consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 3.3(c), violate in any judgmentmaterial respect any material Judgment, ruling, order, writ, injunction Law or decree of any Governmental Authority (“Judgment”) or any statute, code, decree, law, ordinance, rule, regulation or order of any Governmental Authority (“Law”), in each case Permit applicable to the Business, the Company or any of its properties or assets, Company Subsidiary; other than, with respect to events than any such event described in the foregoing clauses clause (ii) and (iii), aswhich, individually or in the aggregate, has not had, and had or would not reasonably be expected to havehave a material adverse effect on the ability of the Company and the Company Subsidiaries to conduct the Business substantially in the manner it is currently conducted or to perform any of their respective obligations hereunder.
(c) Except as set forth on Section 3.3(c) of the Seller Disclosure Letter, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Body is necessary to be obtained or made by the Company or any Company Subsidiary in connection with the Company’s execution, delivery and performance of this Agreement and each other Transaction Document to which the Company is a party, or the consummation by the Company Material Adverse Effectof the Transactions, except for (i) compliance with and filings pursuant to any applicable Antitrust Laws, (ii) the consents set forth on Section 3.3(b) of the Seller Disclosure Letter and (iii) such other material consents, approvals, orders, waivers, authorizations, actions, nonactions, registrations, declarations, filings, permits and notices.
Appears in 1 contract
Sources: Stock Purchase Agreement (Kratos Defense & Security Solutions, Inc.)
Authorization; No Conflict. (a) The Company Buyer has all requisite corporate full limited liability company power and authority to execute and deliver enter into this Agreement andand the Transaction Documents to which it is a party, assuming the representations to carry out its obligations hereunder and warranties set forth in Section 4.8 are true thereunder and correct and that the Transactions are consummated in accordance with Section 251(h) of the DGCL, to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery by the Company Buyer of this Agreement andand the Transaction Documents to which it is a party, assuming the representations performance by Buyer of its obligations hereunder and warranties set forth in Section 4.8 are true thereunder and correct and that the Transactions are consummated in accordance with Section 251(h) of the DGCL, the consummation by the Company Buyer of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate requisite limited liability company action on the part of the Company. The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder and the consummation by the Company of the Transactions have been duly authorized and approved unanimously by the Company Board and the Special CommitteeBuyer. This Agreement has been duly and validly executed and delivered by Buyer and (assuming due authorization, execution and delivery by the Company Company, Sellers and constitutes any other applicable parties thereto) constitutes, or upon such delivery constitutes, a legal, valid and binding obligation of the Company, assuming due and valid authorization, execution and delivery thereof by Parent and Merger SubBuyer, enforceable against the Company Buyer in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws of general application affecting or relating to the enforcement of creditors rights generally and equitable principles of general applicability, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). Enforcement Exceptions.
(b) Neither the execution The execution, delivery and delivery of this Agreement by the Company nor the performance or consummation by the Company of the Transactions Transaction Documents by Buyer, and the consummation of the transactions contemplated thereby, do not and will (i) result in a violation or breach of or conflict with the Company Charter Documents; (ii) result in a modification, violation or breach of, increased liability under or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event thatnot, with notice or without notice, lapse of time or both, would constitute a default: (i) under, or result in the termination or cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, conflict with or result in a right of termination breach or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon, any violation of the properties, rights or assets owned or operated by the Company under Organizational Documents of Buyer; (ii) violate any of the terms, conditions or provisions of any Company Material Contract law to which the Company or any assets owned or used by the Company is subject; (iii) require any consent, waiver, approval, declaration or authorization of, or notice to or filing with, any Governmental Authority; (iv) result in the imposition of any Lien upon any asset owned or used by Buyer; or (v) violate, conflict with, result in a breach of, constitute a default under, result in the acceleration of or give any Person the right to accelerate the maturity or performance of, or to cancel, terminate, modify or exercise any remedy under, result in any loss of benefit under or require any consent, waiver, approval, notice, filing, declaration or authorization under, any Contract or Permit to which Buyer is a party or by which the Company Buyer is bound or its properties, to which any asset of Buyer is subject or under which Buyer has any rights or assets may be bound; or (iii) subject to obtaining or making the Consents referred to in Section 3.3(c), violate any judgment, ruling, order, writ, injunction or decree performance of any Governmental Authority (“Judgment”) or any statute, code, decree, law, ordinance, rule, regulation or order of any Governmental Authority (“Law”), in each case applicable to the Company or any of its properties or assets, other than, with respect to events described in the foregoing clauses (ii) and (iii), as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effectwhich is guaranteed by Buyer.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Verb Technology Company, Inc.)
Authorization; No Conflict. (a) The Company Each Green Signing Party has all the requisite corporate limited liability company power and authority to execute and deliver this Agreement andAgreement, assuming the representations to perform its obligations hereunder and warranties set forth in Section 4.8 are true and correct and that the Transactions are consummated in accordance with Section 251(h) of the DGCL, to consummate the Transactions. The execution and delivery by the Company of this Agreement andby the Green Signing Parties, assuming the representations performance of its obligations hereunder and warranties set forth in Section 4.8 are true and correct and that the Transactions are consummated in accordance with Section 251(h) of the DGCL, the consummation by the Company Green Signing Parties of the Transactions have been duly authorized by all necessary corporate limited liability company action on the part of each Green Signing Party. Subject to the Company. The performance of the Ride Entities and the Apple Entities of their respective obligations under the Support Agreement, the execution and delivery of this Agreement by the CompanyGreen Signing Parties do not, and the performance of this Agreement by the Company of its obligations hereunder Green Signing Parties, and the consummation by the Company of the Transactions have been duly authorized and approved unanimously by the Company Board and the Special CommitteeTransactions, will not, require any other consent, approval, authorization or permit of, or filing with or notification to any holder of Equity Interests in any Green Entity. This Agreement has been duly executed and delivered by each Green Signing Party and assuming that this Agreement constitutes the Company valid and binding obligation of Sailfish, New Sailfish and Merger Sub, constitutes a valid and binding obligation of the Company, assuming due and valid authorization, execution and delivery thereof by Parent and Merger Sub, each Green Signing Party enforceable against the Company each Green Signing Party in accordance with its terms, subject subject, as to bankruptcyenforceability, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws to Creditors’ Rights. The Apple Aggregator and the Ride Aggregator have approved this Agreement and the Transactions. The Board of general application affecting or relating to Managers of Green Energy approved this Agreement and the enforcement Transactions. The sole member of creditors rights generally Green Production approved this Agreement and equitable principles of general applicability, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). Transactions.
(b) Neither The execution and delivery of this Agreement do not, and the consummation of the Transactions will not, require any consent of or other action by any Person under or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or acceleration of any material obligation or the loss, suspension, limitation or impairment of the ownership of, or a material benefit or use under, or result in (or give rise to) the creation of any Encumbrance or any rights of termination, cancellation, first offer, first refusal, or other change in any right or obligation or the loss of any benefit, in each case, with respect to any of the properties or assets of any Green Entity (including, for the avoidance of doubt, any of their Oil and Gas Properties) under, any provision of (i) the Organizational Documents of any Green Entity, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease, Contract or other agreement, permit, franchise, certificate or license to which any Green Entity is a party or by which any Green Entity or their respective properties or assets are bound, or (iii) assuming the consents, approvals, orders, authorizations, registrations, filings or permits referred to in Section 5.03(d) are duly and timely obtained or made, any Law applicable to any Green Entity or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such violations, defaults, acceleration, losses, or Encumbrances that have not had and would not be reasonably likely to have, individually or in the aggregate, a Green Material Adverse Effect.
(c) No Green Entity is in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of (i) the Organizational Documents of any Green Entity or (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease, Contract or other agreement, permit, franchise or license to which any Green Entity is now a party or by which any Green Entity or any of their respective properties or assets is bound, except for defaults or violations that have not had and would not be reasonably likely to have, individually or in the aggregate, a Green Material Adverse Effect.
(d) No consent, approval, order or authorization of, or registration, declaration or filing with, or permit from any Governmental Entity is required to be obtained or made by any Green Entity in connection with the execution and delivery of this Agreement by the Company nor Green Signing Parties or the performance or consummation by the Company Green Signing Parties of the Transactions will Transactions, except for: (ii)(A) result in the filing of a violation premerger notification report by Green Energy under the HSR Act, and the expiration or breach termination of the applicable waiting period with respect thereto, and (B) any filings required with respect to the Comisión Federal de Competencia Económica of the United Mexican States or conflict with required under the Company Charter DocumentsMexican Granting Instruments; (ii) result in a modification, violation or breach of, increased liability under or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or result in the termination or cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon, any of the properties, rights or assets owned or operated by the Company under any of the terms, conditions or provisions of any Company Material Contract to which the Company is a party or by which the Company or its properties, rights or assets such filings and approvals as may be boundrequired by any applicable state securities or “blue sky” laws; or (iii) subject to obtaining or making the Consents referred to in Section 3.3(c)consent of the Comisión Nacional de Hidrocarburos of the United Mexican States; and (iv) any such consent, violate any judgment, rulingapproval, order, writauthorization, injunction registration, filing or decree of any Governmental Authority (“Judgment”) permit that the failure to obtain or any statute, code, decree, law, ordinance, rule, regulation or order of any Governmental Authority (“Law”), in each case applicable make has not had and would not be reasonably likely to the Company or any of its properties or assets, other than, with respect to events described in the foregoing clauses (ii) and (iii), ashave, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Green Material Adverse Effect.
Appears in 1 contract
Sources: Transaction Agreement (SAILFISH ENERGY HOLDINGS Corp)
Authorization; No Conflict. (a) The Company This Agreement and other Transaction Documents to which Buyer is or will be a party have been or will be at Closing duly executed and delivered by Buyer and constitute or will constitute at Closing the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, in each case except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting creditors' rights generally, and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. Buyer has all requisite corporate power power, authority and authority capacity to execute and deliver this Agreement and, assuming and the representations Transaction Documents to which Buyer is a party and warranties to perform its obligations under this Agreement and such Transaction Documents.
(b) Except as set forth in Section 4.8 are true and correct and that the Transactions are consummated in accordance with Section 251(h) of the DGCLSchedule 4.2, to consummate the Transactions. The execution and delivery by the Company of this Agreement and, assuming the representations and warranties set forth in Section 4.8 are true and correct and that the Transactions are consummated in accordance with Section 251(h) of the DGCL, the consummation by the Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Company. The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder and the consummation by the Company of the Transactions have been duly authorized and approved unanimously by the Company Board and the Special Committee. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, assuming due and valid authorization, execution and delivery thereof by Parent and Merger Sub, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws of general application affecting or relating to the enforcement of creditors rights generally and equitable principles of general applicability, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). (b) Neither neither the execution and delivery of this Agreement by the Company and Transaction Documents to which Buyer is a party nor the consummation or performance or consummation by the Company of any of the Transactions will will, directly or indirectly (with or without notice or lapse of time or both):
(i) contravene, conflict with or result in a violation of (A) any provision of the Organizational Documents of Buyer or (B) any resolution or other action taken by the stockholders or directors of Buyer;
(ii) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge, any of the Transactions or to exercise any remedy or obtain any relief under, any Law or any Order to which Buyer may be subject; or
(iii) contravene, conflict with or result in a violation or breach of or conflict with the Company Charter Documents; (ii) result in a modification, violation or breach of, increased liability under or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or result in the termination or cancellation provision of, or give rise any Person the right to declare a right of purchase (including pursuant to default or exercise any right of first refusal or the like) remedy under, or to accelerate the maturity or performance required byof, or result in a right of termination to cancel, terminate or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) uponmodify, any of the properties, rights or assets owned or operated by the Company under any of the terms, conditions or provisions of any Company Material Contract to which the Company Buyer is a party or by which the Company or its properties, rights or assets Buyer may be bound; . Except as set forth in Schedule 4.2, Buyer is not, or (iii) subject will not be, required to obtaining give any notice to or making obtain any Consent from any Person in connection with the Consents referred to in Section 3.3(c), violate any judgment, ruling, order, writ, injunction execution and delivery of this Agreement or decree the consummation or performance of any Governmental Authority (“Judgment”) or any statute, code, decree, law, ordinance, rule, regulation or order of any Governmental Authority (“Law”), in each case applicable to the Company or any of its properties or assets, other than, with respect to events described in the foregoing clauses (ii) and (iii), as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse EffectTransactions.
Appears in 1 contract
Sources: Asset Purchase Agreement (United Fuel & Energy Corp)
Authorization; No Conflict. (ai) The Company Credit Union has all requisite corporate the power and authority to execute and deliver this Agreement and to carry out its obligations hereunder (which includes the issuance of the Subordinated Debt) and, assuming when issued, under the representations and warranties set forth in Section 4.8 are true and correct and that the Transactions are consummated in accordance with Section 251(h) of the DGCL, to consummate the TransactionsSubordinated Debt. The execution execution, delivery and delivery performance by the Company Credit Union of this Agreement and, assuming and the representations and warranties set forth in Section 4.8 are true and correct and that the Transactions are consummated in accordance with Section 251(h) consummation of the DGCL, the consummation by the Company of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the CompanyCredit Union and its Members and other non-Member holders of Capital Interests (collectively, “Interest Holders”), and no further approval or authorization is required on the part of the Credit Union. The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder and the consummation by the Company resolutions of the Transactions have been duly authorized and approved unanimously by the Company Board and the Special Committee. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, assuming due and valid authorization, execution and delivery thereof by Parent and Merger Sub, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws of general application affecting or relating to the enforcement of creditors rights generally and equitable principles of general applicability, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). (b) Neither Directors authorizing the execution and delivery of this Agreement by the Company nor and the performance or consummation by the Company of the Transactions will (i) result Credit Union’s obligations hereunder, including the issuance of the Subordinated Debt, a copy of which havehas been provided to the Investor prior to the Signing Date, are true, complete and correct copies of such documents as in a violation or breach full force and effect as of or conflict with the Company Charter Documents; Signing Date and as of the Closing Date.
(ii) result in a modificationThe execution, violation or breach ofdelivery and performance by the Credit Union of this Agreement and the consummation of the transactions contemplated hereby and compliance by the Credit Union with the provisions hereof, increased liability under or will not (A) violate, conflict with any provisions ofwith, or result in the loss a breach of any material benefit under provision of, or constitute a default (or an event thatwhich, with notice or lapse of time or both, would constitute a default) under, or result in the termination or cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration underof, or result in the creation of any Lien (other than a Permitted Lien) uponlien, security interest, charge or encumbrance upon any of the properties, rights properties or assets owned of the Credit Union or operated by the Company any Credit Union Subsidiary under any of the terms, conditions or provisions of (x) its organizational documents or (y) any Company Material Contract note, debenture, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company Credit Union or any Credit Union Subsidiary is a party or by which the Company it or its properties, rights or assets any Credit Union Subsidiary may be bound; , or to which the Credit Union or any Credit Union Subsidiary or any of the properties or assets of the Credit Union or any Credit Union Subsidiary may be subject, or (iiiB) subject to obtaining or making compliance with the Consents statutes and regulations referred to in Section 3.3(c)the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree of any Governmental Authority (“Judgment”) or any statute, code, decree, law, ordinance, rule, regulation or order of any Governmental Authority (“Law”), in each case applicable to the Company Credit Union or any Credit Union Subsidiary or any of its their respective properties or assetsassets except, other than, with respect to events described in the foregoing case of clauses (iiA)(y) and (iiiB), asfor those occurrences that, individually or in the aggregate, has have not had, had and would not reasonably be expected to havehave a Material Adverse Effect.
(iii) Other than such filings and approvals as are required to be made or obtained under any state “blue sky” laws and such as have been made or obtained, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Credit Union in connection with the consummation by the Credit Union of the Purchase except for any such notices, filings, exemptions, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
Appears in 1 contract
Sources: Securities Purchase Agreement
Authorization; No Conflict. (a) The Company has all requisite the full corporate power and authority to execute enter into and deliver this Agreement andand all other agreements and documents contemplated hereby to which it is a party, assuming the representations to carry out its obligations hereunder and warranties set forth in Section 4.8 are true thereunder and correct and that the Transactions are consummated in accordance with Section 251(h) of the DGCL, to consummate the Transactions. The execution and delivery by the Company of this Agreement and, assuming the representations and warranties set forth in Section 4.8 are true and correct and that the Transactions are consummated in accordance with Section 251(h) of the DGCL, the consummation by the Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Company. The execution and delivery of this Agreement by the Company, the performance by the Company and the Company Subsidiaries of its their respective obligations hereunder and the consummation by the Company and the Company Subsidiaries of the Transactions have been duly authorized and approved unanimously by the Company Board and, to the extent applicable, the boards of directors of the Company Subsidiaries. No other corporate or other proceedings on the part of the Company or any Company Subsidiary are necessary to authorize the execution and delivery of this Agreement, the performance by the Company and the Special CommitteeCompany Subsidiaries of their respective obligations hereunder and the consummation by the Company and the Company Subsidiaries of the Transactions. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, assuming due and valid authorization, execution and delivery thereof by Parent and Merger Sub, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium insolvency or similar Laws of general application affecting or relating to the enforcement of creditors creditors’ rights generally and equitable principles of general applicability, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). .
(b) Neither the execution and The execution, delivery or performance of this Agreement by the Company nor Company, the performance or consummation by the Company of the Transactions and compliance by the Company and the Company Subsidiaries with any of the provisions applicable to the Company and the Company Subsidiaries herein does not and will (i) not violate, conflict with or result in a violation or breach of or conflict with the Company Charter Documents; (ii) result in a modification, violation or breach any provision of, increased liability under or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event thatwhich, with notice or lapse of time or both, would constitute a default) under, or result in the termination or cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or give rise to any obligation to make payments or provide compensation under, or result in the creation of any Lien (Lien, other than a Permitted Lien) upon, upon any of the properties, rights properties or assets owned or operated by of the Company or a Company Subsidiary under any of the terms, conditions or provisions of: (i) the certificate or articles of incorporation or bylaws or other similar organizational documents of the Company or any of the Company Subsidiaries, or any resolution adopted by Company Board or the board of directors of any of the Company Subsidiaries, (ii) any Company Material Contract to which the Company is a party or by which the Company or its propertiesContract, rights or assets may be bound; or (iii) subject to obtaining or making the Consents consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 3.3(c), violate any judgment, ruling, order, writ, injunction or decree of any Governmental Authority (“Judgment”) or any statute, code, decree, law, ordinance, rule, regulation or order of any Governmental Authority (“Law”), in each case Law applicable to the Company or any of its the Company Subsidiaries or any of their respective properties or assets, other than, than with respect to events described in the foregoing clauses clause (ii) and (iii)only, aswhich, individually or in the aggregate, has not had, and had or would not reasonably be expected to havehave a material adverse effect on the ability of the Company and the Company Subsidiaries to conduct the Business as currently conducted or to perform any of their respective obligations hereunder.
(c) No Governmental Authorization, or any consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Body is necessary to be obtained or made by the Company or any Company Subsidiary in connection with the Company’s execution, delivery and performance of this Agreement or the consummation by the Company of the Transactions, except for (i) compliance with and filings pursuant to the HSR Act or any other applicable Antitrust Law, (ii) compliance with and filings under the National Industrial Security Program Operating Manual (“NISPOM”), and (iii) any consent, approval, order, authorization, registration, declaration or filing required pursuant to any Contract between the Company or any Company Subsidiary and a Governmental Body entered into in the ordinary course of business with respect to Company Material Adverse Effect.Products, and except in the case of this clause (iii) only, where the failure to obtain or take such action, individually or in the aggregate, has not had or would not reasonably be expected to have a material adverse effect on the ability the Company and the Company Subsidiaries to conduct the Business as currently conducted or to perform any of their respective obligations hereunder. 3.4
Appears in 1 contract
Sources: Stock Purchase Agreement
Authorization; No Conflict. (a) The Company Seller has full legal right and all requisite corporate power and authority to execute and deliver this Agreement and, assuming the representations and warranties set forth in Section 4.8 are true and correct and that the Transactions are consummated in accordance with Section 251(h) each of the DGCL, Transaction Documents to consummate which it is a party and to perform the Transactionstransactions contemplated thereby. The execution and delivery by the Company Seller of this Agreement and, assuming the representations and warranties set forth in Section 4.8 are true and correct and that the Transactions are consummated in accordance with Section 251(h) each of the DGCL, Transaction Documents to which it is a party and the consummation by the Company of the Transactions transactions contemplated thereby have been duly and validly authorized by all necessary corporate action on the part of the Company. The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder and the consummation by the Company of the Transactions have been duly authorized and approved unanimously by the Company Board and the Special CommitteeSeller. This Agreement has been duly and validly executed and delivered by the Company Seller and constitutes a valid and binding obligation of the Company, assuming due and valid authorization, execution and delivery thereof by Parent and Merger SubSeller, enforceable against it in accordance with its terms subject to (a) the Company effect of any applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors’ rights and remedies generally, and (b) the effect of equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law) (the “Bankruptcy Exception”). Each of the other Transaction Documents has been duly and validly executed and delivered by Seller or, when so executed and delivered, will be duly and validly executed and delivered by Seller, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws of general application affecting or relating to the enforcement of creditors rights generally and equitable principles of general applicability, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). .
(b) Neither the execution The execution, delivery and delivery of this Agreement by the Company nor the performance or consummation by the Company of the Transactions Transaction Documents by Seller, and the consummation of the transactions contemplated thereby, do not and will not, with or without notice, lapse of time or both: (i) conflict with or result in a breach or violation of the Charter Documents or breach any resolution of the Governing Body or conflict with the Company Charter Documentsequityholders or members (or comparable Persons) of Seller; (ii) require any consent, waiver, approval, declaration or authorization of, or notice to or filing with, any Governmental Authority; (iii) materially conflict with, result in a modificationmaterial default, violation material modification or breach oftermination under, increased liability under give any Person a right of termination, cancellation, acceleration, suspension or conflict with any provisions ofrevocation under, or result in the loss of a material benefit or the imposition of any material benefit under or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) obligation under, or result in the termination require any material consent, waiver, approval, notice, filing, declaration or cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) authorization under, any Assigned Contract or accelerate the performance required by, or result in a right of termination or acceleration under, or Transferred Regulatory Approval; (iv) result in the creation or imposition of any Lien on any Acquired Asset; or (other than a Permitted Lienv) upon, violate in any material respect any Law to which Seller or any of the properties, rights Acquired Assets are subject or assets owned or operated by the Company under any of the terms, conditions or provisions of any Company Material Contract to which the Company is a party or by which the Company or its properties, rights or assets may be bound; or (iii) subject to obtaining or making the Consents referred to in Section 3.3(c), violate any judgment, ruling, order, writ, injunction or decree of any Governmental Authority (“Judgment”) or any statute, code, decree, law, ordinance, rule, regulation or order of any Governmental Authority (“Law”), in each case applicable to the Company or any of its properties or assets, other than, with respect to events described in the foregoing clauses (ii) and (iii), as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect.
Appears in 1 contract
Sources: Asset Purchase Agreement (Syros Pharmaceuticals, Inc.)
Authorization; No Conflict. (a) The Company has all the requisite corporate power and authority to execute enter into and deliver this Agreement and, assuming the representations and warranties set forth in Section 4.8 are true all other agreements and correct documents contemplated hereby to which it is a party and that the Transactions are consummated in accordance with Section 251(h) of the DGCL, to consummate the Transactions. The execution carry out its obligations hereunder and delivery by the Company of this Agreement and, assuming the representations and warranties set forth in Section 4.8 are true and correct and that the Transactions are consummated in accordance with Section 251(h) of the DGCL, the consummation by the Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Companythereunder. The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder and the consummation by the Company of the Transactions transactions contemplated hereby have been duly authorized by the Board of Directors of the Company. No other corporate proceedings on the part of the Company or any of the Company Subsidiaries are necessary to authorize the execution and approved unanimously delivery of this Agreement, the performance by the Company Board of its obligations hereunder and the Special Committeeconsummation by the Company of the transactions contemplated hereby, except for the approval of this Agreement by the Required Company Stockholder Vote (as defined in Section 3.11(b)). This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, assuming due and valid authorization, execution and delivery thereof by Parent and Merger Sub, enforceable against the Company in accordance with its terms, subject except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium reorganization or similar Laws of general application other laws affecting or relating to the enforcement of creditors creditors' rights generally and or by general equitable principles of general applicability, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). principles.
(b) Neither the execution and delivery of this Agreement by the Company nor the performance or consummation by the Company of the Transactions transactions contemplated hereby nor compliance by the Company with any of the provisions herein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws of the Company Charter Documents; or any of the Company Subsidiaries, (ii) result in a modification, violation or breach of, increased liability under of or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event thatwhich, with notice or lapse of time or both, would constitute a default) under, or result in the termination or termination, cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lienas defined in Section 3.4) upon, upon any of the properties, rights properties or assets owned or operated by the Company or any Company Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to the Company or any Company Subsidiary under any of the terms, conditions or provisions of any Company Material Contract note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which the Company or any of the Company Subsidiaries is a party or by which the Company or its properties, rights any of the Company Subsidiaries or any of their respective properties or assets may be bound; bound or (iii) subject to obtaining or making the Consents consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 3.3(c)paragraph (c) below, violate any judgment, ruling, order, writ, injunction or decree of any Governmental Authority (“Judgment”) or any statute, codeinjunction, decree, statute, law (including the common law, ordinance, rule, regulation or order of any Governmental Authority (“Law”), in each case rule or regulation applicable to the Company or any of its the Company Subsidiaries or any of their respective properties or assets, other than, with respect to events than any such event described in the foregoing clauses items (ii) and or (iii), as) which, individually or in the aggregate, has not had, had and would not reasonably be expected to have, have or result in a Company Material Adverse Effect.
(c) No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental or regulatory authority is necessary to be obtained or made by the Company or any Company Subsidiary in connection with the Company's execution, delivery and performance of this Agreement or the consummation by the Company of the transactions contemplated hereby, except for (i) compliance with the NRS, with respect to the filing of the Articles of Merger, (ii) compliance with the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, a▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇ regulations promulgated thereunder (the "HSR Act") and applicable foreign competition or antitrust laws, if any, (iii) the filing with the SEC of (A) a proxy statement relating to the Company Stockholders Meeting (as defined in Section 6.1(b)) and the Parent Stockholders Meeting (as defined in Section 6.1(c)) (such proxy statement, as amended or supplemented from time to time, the "Joint Proxy Statement"), and (B) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), as may be required in connection with this Agreement and the transactions contemplated hereby and thereby, (iv) compliance with the rules of the NYSE, (v) such governmental or tribal consents, qualifications or filings as are customarily obtained or made following the transfer of interests in oil and gas properties ("Customary Post Closing Consents") and (vi) compliance with the "blue sky" laws of various states, and except where the failure to obtain or take such action, individually or in the aggregate, has not had and would not reasonably be expected to have or result in a Company Material Adverse Effect.
Appears in 1 contract
Authorization; No Conflict. (a) The Company has all the requisite corporate power and authority to execute enter into and deliver this Agreement and, assuming the representations and warranties set forth in Section 4.8 are true all other agreements and correct documents contemplated hereby to which it is a party and that the Transactions are consummated in accordance with Section 251(h) of the DGCL, to consummate the Transactions. The execution carry out its obligations hereunder and delivery by the Company of this Agreement and, assuming the representations and warranties set forth in Section 4.8 are true and correct and that the Transactions are consummated in accordance with Section 251(h) of the DGCL, the consummation by the Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Companythereunder. The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder and the consummation by the Company of the Transactions transactions contemplated hereby have been duly authorized by the Board of Directors of the Company. No other corporate proceedings on the part of the Company or any of the Company Subsidiaries are necessary to authorize the execution and approved unanimously delivery of this Agreement, the performance by the Company Board of its obligations hereunder and the Special Committeeconsummation by the Company of the transactions contemplated hereby, except for the adoption of this Agreement by the Required Company Stockholder Vote (as defined in Section 2.12(b)), if required by applicable law. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, assuming due and valid authorization, execution and delivery thereof by Parent and Merger Sub, enforceable against the Company in accordance with its terms, subject except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium reorganization or similar Laws of general application other laws affecting or relating to the enforcement of creditors creditors’ rights generally and or by general equitable principles of general applicability, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). principles.
(b) Neither the execution and delivery of this Agreement by the Company nor the performance or consummation by the Company of the Transactions transactions contemplated hereby nor compliance by the Company with any of the provisions herein will (i) result in a violation or breach of or conflict with the (x) certificate or articles of incorporation or bylaws of the Company Charter Documents; or any of the Company Subsidiaries that is a corporation, (y) the articles or certificate of formation or the limited liability company agreement of any of the Company Subsidiaries that is a limited liability company, or (z) the certificate of limited partnership or partnership agreement of any of the Company Subsidiaries that is a limited partnership, or the organizational documents of any other of the Company Subsidiaries, (ii) result in a modification, violation or breach of, increased liability under of or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event thatwhich, with notice or lapse of time or both, would constitute a default) under, or result in the termination or termination, cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lienas defined in Section 2.4(b)) upon, upon any of the properties, rights properties or assets owned or operated by the Company under or any Company Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to the Company or any of the Company Subsidiaries under, any of the terms, conditions or provisions of any Company Material Contract of any kind to which the Company or any of the Company Subsidiaries is a party or by which the Company or its properties, rights any of the Company Subsidiaries or any of their respective properties or assets may be bound; bound or (iii) subject to obtaining or making the Consents consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 3.3(c)paragraph (c) below, violate any judgment, ruling, order, writ, injunction or decree of any Governmental Authority (“Judgment”) or any statute, codeinjunction, decree, statute, law (including the common law, ordinance, rule, regulation or order of any Governmental Authority (“Law”), in each case rule or regulation applicable to the Company or any of its the Company Subsidiaries or any of their respective properties or assets, other than, with respect to events than any such event described in the foregoing clauses items (ii) and or (iii), as) which, individually or in the aggregate, has not had, had and would not reasonably be expected to have, have or result in a Company Material Adverse Effect.
(c) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority or Person is necessary to be obtained or made by the Company or any of the Company Subsidiaries in connection with the Company’s execution, delivery and performance of this Agreement or the consummation by the Company of the transactions contemplated hereby, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of Merger, (ii) compliance with the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvement Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) and other applicable foreign competition or antitrust laws, if any, (iii) the filing with the SEC of (A) an information statement relating to the Merger and the transactions contemplated hereby (such information statement, as amended or supplemented from time to time, the “Information Statement”), and (B) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereby, (iv) compliance with the rules of the American Stock Exchange, (v) compliance with the “blue sky” laws of various states, and (vi) other than those required by clauses (i)-(v), where the failure to obtain or take such action, individually or in the aggregate, has not had and would not reasonably be expected to have or result in a Company Material Adverse Effect.
Appears in 1 contract
Authorization; No Conflict. (ai) The Company BCH has all the requisite corporate limited liability company power and authority to execute enter into and deliver this Agreement and, assuming and the representations Voting Agreement and warranties set forth in Section 4.8 are true to carry out its obligations hereunder and correct and that the Transactions are consummated in accordance with Section 251(h) of the DGCL, to consummate the Transactions. The execution and delivery by the Company of this Agreement and, assuming the representations and warranties set forth in Section 4.8 are true and correct and that the Transactions are consummated in accordance with Section 251(h) of the DGCL, the consummation by the Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Companythereunder. The execution and delivery of this Agreement and the Voting Agreement by the CompanyBCH, the performance by the Company BCH of its obligations hereunder and thereunder and the consummation by the Company BCH of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized and approved unanimously by the Company Board board of managers of BCH and no other limited liability company proceedings on the part of BCH are necessary pursuant to its governing documents and the Special CommitteeDelaware Limited Liability Company Act to authorize this Agreement or the Voting Agreement or to consummate the transactions contemplated hereby and thereby. This Each of this Agreement and the Voting Agreement has been duly executed and delivered by the Company BCH and constitutes a legal, valid and binding obligation agreement of the Company, assuming due and valid authorization, execution and delivery thereof by Parent and Merger SubBCH, enforceable against the Company BCH in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and similar Laws laws of general application affecting or applicability relating to the enforcement of creditors or affecting creditors’ rights generally and to general equitable principles of general applicability, whether considered in a proceeding at law or in equity principles.
(the “Bankruptcy and Equity Exception”). (bii) Neither the execution and delivery of this Agreement or the Voting Agreement by the Company BCH, nor the performance or consummation by the Company BCH of the Transactions transactions contemplated hereby or thereby nor compliance by BCH with any of the provisions herein or therein will (iA) result in a violation or breach of or conflict with the Company Charter Documents; certificate of formation or limited liability company agreement of BCH, (iiB) result in a modification, violation or breach of, increased liability under of or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event thatwhich, with notice or lapse of time or both, would constitute a default) under, or result in the termination or termination, cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon, upon any of the properties, rights or assets owned or operated by the Company BCH or any of its Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to BCH or any of its Subsidiaries under any of the terms, conditions or provisions of any Company Material Contract note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which the Company BCH or any of its Subsidiaries is a party or by which the Company BCH or any of its Subsidiaries or any of their respective properties, rights or assets may be bound; bound or (iiiC) subject to obtaining or making the Consents consents, approvals, Orders, authorizations, registrations, declarations and filings referred to in Section 3.3(c)paragraph (iii) below, violate any judgment, ruling, order, writ, injunction Order or decree of any Governmental Authority (“Judgment”) or any statute, code, decree, law, ordinance, rule, regulation or order of any Governmental Authority (“Law”), in each case Law applicable to the Company BCH or any of its properties Subsidiaries or any of their respective properties, rights or assets, other than, with respect to events than any such event described in the foregoing clauses items (iiB) and or (iii), asC) which, individually or in the aggregate, has not had, and would not reasonably be expected to have, have a Company Material Adverse EffectEffect on BCH.
(iii) Except for the consents, approvals, Orders or authorizations of, or registrations, declarations or filings with, any Governmental Authority set forth in Section 3.1(c)(iii) of the BCH Disclosure Schedule (together with the matters described in clauses (A) and (B) below, the “Requisite BCH Regulatory Approvals”), no consent, approval, Order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by BCH or any of its Subsidiaries in connection with BCH’s execution, delivery and performance of this Agreement and the Voting Agreement or the consummation by BCH of the transactions contemplated hereby or thereby, except for (A) compliance with the H▇▇▇ S▇▇▇▇ ▇▇▇▇▇▇ Antitrust Improvement Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) and other applicable foreign competition or antitrust laws, if any, (B) the applicable requirements of the Securities Act, Exchange Act and state securities and “blue sky” laws, and (C) such other consents, approvals, Orders or authorization of, or registrations, declarations or filings with, any Governmental Authority where the failure to obtain or take such action, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on BCH.
Appears in 1 contract
Sources: Transaction Agreement and Agreement and Plan of Merger (Graphic Packaging Corp)
Authorization; No Conflict. (a) The Company has all requisite the full corporate power and authority to execute enter into and deliver this Agreement andand all other agreements and documents contemplated hereby to which it is a party, assuming the representations to carry out its obligations hereunder and warranties set forth in Section 4.8 are true thereunder and correct and that the Transactions are consummated in accordance with Section 251(h) of the DGCL, to consummate the Transactions. The execution and delivery by the Company of this Agreement and, assuming the representations and warranties set forth in Section 4.8 are true and correct and that the Transactions are consummated in accordance with Section 251(h) of the DGCL, the consummation by the Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Company. The execution and delivery of this Agreement by the Company, the performance by the Company and the Company Subsidiaries of its their respective obligations hereunder and the consummation by the Company and the Company Subsidiaries of the Transactions have been duly authorized and approved unanimously by the Company Board and, to the extent applicable, the boards of directors of the Company Subsidiaries. No other corporate or other proceedings on the part of the Company or any Company Subsidiary are necessary to authorize the execution and delivery of this Agreement, the performance by the Company and the Special CommitteeCompany Subsidiaries of their respective obligations hereunder and the consummation by the Company and the Company Subsidiaries of the Transactions. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, assuming due and valid authorization, execution and delivery thereof by Parent and Merger Sub, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium insolvency or similar Laws of general application affecting or relating to the enforcement of creditors creditors’ rights generally and equitable principles of general applicability, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). .
(b) Neither the execution and The execution, delivery or performance of this Agreement by the Company nor Company, the performance or consummation by the Company of the Transactions and compliance by the Company and the Company Subsidiaries with any of the provisions applicable to the Company and the Company Subsidiaries herein does not and will (i) not violate, conflict with or result in a violation or breach of or conflict with the Company Charter Documents; (ii) result in a modification, violation or breach any provision of, increased liability under or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event thatwhich, with notice or lapse of time or both, would constitute a default) under, or result in the termination or cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or give rise to any obligation to make payments or provide compensation under, or result in the creation of any Lien (Lien, other than a Permitted Lien) upon, upon any of the properties, rights properties or assets owned or operated by of the Company or a Company Subsidiary under any of the terms, conditions or provisions of: (i) the certificate or articles of incorporation or bylaws or other similar organizational documents of the Company or any of the Company Subsidiaries, or any resolution adopted by Company Board or the board of directors of any of the Company Subsidiaries, (ii) any Company Material Contract to which the Company is a party or by which the Company or its propertiesContract, rights or assets may be bound; or (iii) subject to obtaining or making the Consents consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 3.3(c), violate any judgment, ruling, order, writ, injunction or decree of any Governmental Authority (“Judgment”) or any statute, code, decree, law, ordinance, rule, regulation or order of any Governmental Authority (“Law”), in each case Law applicable to the Company or any of its the Company Subsidiaries or any of their respective properties or assets, other than, than with respect to events described in the foregoing clauses clause (ii) and (iii)only, aswhich, individually or in the aggregate, has not had, and had or would not reasonably be expected to havehave a material adverse effect on the ability of the Company and the Company Subsidiaries to conduct the Business as currently conducted or to perform any of their respective obligations hereunder.
(c) No Governmental Authorization, or any consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Body is necessary to be obtained or made by the Company or any Company Subsidiary in connection with the Company’s execution, delivery and performance of this Agreement or the consummation by the Company of the Transactions, except for (i) compliance with and filings pursuant to the HSR Act or any other applicable Antitrust Law, (ii) compliance with and filings under the National Industrial Security Program Operating Manual (“NISPOM”), and (iii) any consent, approval, order, authorization, registration, declaration or filing required pursuant to any Contract between the Company or any Company Subsidiary and a Governmental Body entered into in the ordinary course of business with respect to Company Material Adverse EffectProducts, and except in the case of this clause (iii) only, where the failure to obtain or take such action, individually or in the aggregate, has not had or would not reasonably be expected to have a material adverse effect on the ability the Company and the Company Subsidiaries to conduct the Business as currently conducted or to perform any of their respective obligations hereunder.
Appears in 1 contract
Sources: Stock Purchase Agreement (Kratos Defense & Security Solutions, Inc.)
Authorization; No Conflict. (a) The Company Each Green Signing Party has all the requisite corporate limited liability company power and authority to execute and deliver this Agreement andAgreement, assuming the representations to perform its obligations hereunder and warranties set forth in Section 4.8 are true and correct and that the Transactions are consummated in accordance with Section 251(h) of the DGCL, to consummate the Transactions. The execution and delivery by the Company of this Agreement andby the Green Signing Parties, assuming the representations performance of its obligations hereunder and warranties set forth in Section 4.8 are true and correct and that the Transactions are consummated in accordance with Section 251(h) of the DGCL, the consummation by the Company Green Signing Parties of the Transactions have been duly authorized by all necessary corporate limited liability company action on the part of each Green Signing Party. Subject to the Company. The performance of the Ride Entities and the Apple Entities of their respective obligations under the Support Agreement, the execution and delivery of this Agreement by the CompanyGreen Signing Parties do not, and the performance of this Agreement by the Company of its obligations hereunder Green Signing Parties, and the consummation by the Company of the Transactions have been duly authorized and approved unanimously by the Company Board and the Special CommitteeTransactions, will not, require any other consent, approval, authorization or permit of, or filing with or notification to any holder of Equity Interests in any Green Entity. This Agreement has been duly executed and delivered by each Green Signing Party and assuming that this Agreement constitutes the Company valid and binding obligation of Sailfish, New Sailfish and Merger Sub, constitutes a valid and binding obligation of the Company, assuming due and valid authorization, execution and delivery thereof by Parent and Merger Sub, each Green Signing Party enforceable against the Company each Green Signing Party in accordance with its terms, subject subject, as to bankruptcyenforceability, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws to Creditors’ Rights. The Apple Aggregator and the Ride Aggregator have approved this Agreement and the Transactions. The Board of general application affecting or relating to Managers of Green Energy approved this Agreement and the enforcement Transactions. The sole member of creditors rights generally Green Production approved this Agreement and equitable principles of general applicability, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). Transactions.
(b) Neither the The execution and delivery of this Agreement by do not, and the Company nor the performance or consummation by the Company of the Transactions will (i) not, require any consent of or other action by any Person under or result in a violation or breach of or conflict with the Company Charter Documents; (ii) result in a modification, any violation or breach of, increased liability under or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (with or an event that, with without notice or lapse of time time, or both) under, would constitute or acceleration of any material obligation or the loss, suspension, limitation or impairment of the ownership of, or a default) material benefit or use under, or result in the termination or cancellation of, (or give rise to a right of purchase (including pursuant to any right of first refusal or the liketo) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien Encumbrance or any rights of termination, cancellation, first offer, first refusal, or other change in any right or obligation or the loss of any benefit, in each case, with respect to any of the properties or assets of any Green Entity (other than a Permitted Lien) uponincluding, for the avoidance of doubt, any of their Oil and Gas Properties) under, any provision of (i) the properties, rights or assets owned or operated by the Company under any of the terms, conditions or provisions Organizational Documents of any Company Material Green Entity, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease, Contract or other agreement, permit, franchise, certificate or license to which the Company any Green Entity is a party or by which the Company any Green Entity or its properties, rights their respective properties or assets may be are bound; , or (iii) subject to obtaining assuming the consents, approvals, orders, authorizations, registrations, filings or making the Consents permits referred to in Section 3.3(c)5.03(d) are duly and timely obtained or made, violate any judgment, ruling, order, writ, injunction or decree of any Governmental Authority (“Judgment”) or any statute, code, decree, law, ordinance, rule, regulation or order of any Governmental Authority (“Law”), in each case Law applicable to the Company any Green Entity or any of its their respective properties or assets, other than, with respect to events described in the foregoing case of clauses (ii) and (iii), asany such violations, defaults, acceleration, losses, or Encumbrances that have not had and would not be reasonably likely to have, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Green Material Adverse Effect.
Appears in 1 contract
Authorization; No Conflict. (a) The Company has all requisite corporate power execution, delivery and authority to execute and deliver performance of this Agreement andand each other Transaction Document to which the Company is a party have been duly authorized by the Company. This Agreement and each other Transaction Document to which the Company is a party have been duly executed and delivered by the Company and each constitutes a legal, assuming valid and binding obligation of the representations and warranties set forth in Section 4.8 are true and correct and that the Transactions are consummated Company, enforceable against them in accordance with Section 251(h) of the DGCL, to consummate the Transactionsits terms. The execution and delivery by the Company of this Agreement andAgreement, assuming and each other Transaction Document to which the representations Company is a party, the sale and warranties set forth in Section 4.8 are true and correct and that the Transactions are consummated in accordance with Section 251(h) issuance of the DGCLSecurities hereunder, and the consummation by fulfillment of and compliance with the Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Company. The execution respective terms hereof and delivery of this Agreement thereof by the Company, the performance by the Company of its obligations hereunder do not and the consummation by the Company of the Transactions have been duly authorized and approved unanimously by the Company Board and the Special Committee. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, assuming due and valid authorization, execution and delivery thereof by Parent and Merger Sub, enforceable against the Company in accordance will not (with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws of general application affecting or relating to the enforcement of creditors rights generally and equitable principles of general applicability, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). (b) Neither the execution and delivery of this Agreement by the Company nor the performance or consummation by the Company of the Transactions will (i) result in a violation or breach of or conflict with the Company Charter Documents; (ii) result in a modification, violation or breach of, increased liability under or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event that, with without notice or lapse of time or both, would constitute a defaulttime) under, or result in the termination or cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the likei) under, or accelerate the performance required by, conflict with or result in a right breach of termination the terms, conditions or acceleration provisions of, (ii) constitute a default under, or (iii) result in the creation of any Lien upon the capital stock or assets of the Company, (iv) result in a violation of, or (v) require any authorization, consent, approval, exemption or other than a Permitted Lien) uponaction by or notice or declaration to, or filing with, any court or administrative or Governmental Agency pursuant to: (A) the Articles of Incorporation or Bylaws of the propertiesCompany; (B) any law, rights statute, rule or assets owned or operated by the Company under any of the terms, conditions or provisions of any Company Material Contract regulation to which the Company is a party subject or by (C) any agreement, instrument, order, judgment or decree to which the Company or its propertiesis subject.
(b) The offer, rights or assets may be bound; or (iii) subject to obtaining or making the Consents referred to in Section 3.3(c), violate any judgment, ruling, order, writ, injunction or decree of any Governmental Authority (“Judgment”) or any statute, code, decree, law, ordinance, rule, regulation or order of any Governmental Authority (“Law”), in each case applicable to issuance and sale by the Company or any of the Securities have been duly authorized by the Company.
(c) The Company has and at all times while the Note and the Warrants are outstanding, will continue to maintain an adequate reserve of shares of Common Stock to enable it to perform its properties or assetsobligations under this Agreement. When issued in accordance with the terms hereof, other thanthe Warrants, with respect to events described in shares of the foregoing clauses (ii) Company’s Common Stock and (iii)the Note will be duly authorized, asvalidly issued, individually or in the aggregate, has not had, fully paid and would not reasonably be expected to have, a Company Material Adverse Effectnonassessable.
Appears in 1 contract
Authorization; No Conflict. (ai) The Company Credit Union has all requisite corporate the power and authority to execute and deliver this Agreement and to carry out its obligations hereunder (which includes the issuance of the Subordinated Debt) and, assuming when issued, under the representations and warranties set forth in Section 4.8 are true and correct and that the Transactions are consummated in accordance with Section 251(h) of the DGCL, to consummate the TransactionsSubordinated Debt. The execution execution, delivery and delivery performance by the Company Credit Union of this Agreement and, assuming and the representations and warranties set forth in Section 4.8 are true and correct and that the Transactions are consummated in accordance with Section 251(h) consummation of the DGCL, the consummation by the Company of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the CompanyCredit Union and its Members and other non-Member holders of Capital Interests (collectively, “Interest Holders”), and no further approval or authorization is required on the part of the Credit Union. The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder and the consummation by the Company resolutions of the Transactions have been duly authorized and approved unanimously by the Company Board and the Special Committee. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, assuming due and valid authorization, execution and delivery thereof by Parent and Merger Sub, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws of general application affecting or relating to the enforcement of creditors rights generally and equitable principles of general applicability, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). (b) Neither Directors authorizing the execution and delivery of this Agreement by the Company nor and the performance or consummation by the Company of the Transactions will (i) result Credit Union’s obligations hereunder, including the issuance of the Subordinated Debt, a copy of which have been provided to the Investor prior to the Signing Date, are true, complete and correct copies of such documents as in a violation or breach full force and effect as of or conflict with the Company Charter Documents; Signing Date and as of the Closing Date.
(ii) result in a modificationThe execution, violation or breach ofdelivery and performance by the Credit Union of this Agreement and the consummation of the transactions contemplated hereby and compliance by the Credit Union with the provisions hereof, increased liability under or will not (A) violate, conflict with any provisions ofwith, or result in the loss a breach of any material benefit under provision of, or constitute a default (or an event thatwhich, with notice or lapse of time or both, would constitute a default) under, or result in the termination or cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration underof, or result in the creation of any Lien (other than a Permitted Lien) uponlien, security interest, charge or encumbrance upon any of the properties, rights properties or assets owned of the Credit Union or operated by the Company any Credit Union Subsidiary under any of the terms, conditions or provisions of (x) its organizational documents or (y) any Company Material Contract note, debenture, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company Credit Union or any Credit Union Subsidiary is a party or by which the Company it or its properties, rights or assets any Credit Union Subsidiary may be bound; , or to which the Credit Union or any Credit Union Subsidiary or any of the properties or assets of the Credit Union or any Credit Union Subsidiary may be subject, or (iiiB) subject to obtaining or making compliance with the Consents statutes and regulations referred to in Section 3.3(c)the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree of any Governmental Authority (“Judgment”) or any statute, code, decree, law, ordinance, rule, regulation or order of any Governmental Authority (“Law”), in each case applicable to the Company Credit Union or any Credit Union Subsidiary or any of its their respective properties or assetsassets except, other than, with respect to events described in the foregoing case of clauses (iiA)(y) and (iiiB), asfor those occurrences that, individually or in the aggregate, has have not had, had and would not reasonably be expected to have, have a Company Material Adverse Effect.
(iii) Other than such filings and approvals as are required to be made or obtained under any state “blue sky” laws and such as have been made or obtained, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Credit Union in connection with the consummation by the Credit Union of the Purchase except for any such notices, filings, exemptions, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Securities Purchase Agreement
Authorization; No Conflict. (ai) The Company Such Seller has all the requisite corporate legal power and authority to execute enter into and deliver this Agreement and, assuming the representations and warranties set forth in Section 4.8 are true and correct and that the Transactions are consummated in accordance with Section 251(h) of the DGCL, to consummate the Transactions. The execution and delivery by the Company of this Agreement and, assuming the representations and warranties set forth in Section 4.8 are true and correct and that the Transactions are consummated in accordance with Section 251(h) of the DGCL, the consummation by the Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Companycarry out its obligations hereunder. The execution and delivery of this Agreement by the Companysuch Seller, the performance by the Company such Seller of its obligations hereunder and the consummation by the Company such Seller of the Transactions transactions contemplated hereby have been duly and validly authorized and approved unanimously by no legal proceedings on the Company Board and part of such Seller are necessary pursuant to its governing documents to authorize this Agreement or to consummate the Special Committeetransactions contemplated hereby. This Agreement has been duly executed and delivered by the Company such Seller and constitutes a legal, valid and binding obligation agreement of the Company, assuming due and valid authorization, execution and delivery thereof by Parent and Merger Subsuch Seller, enforceable against the Company such Seller in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and similar Laws laws of general application affecting or applicability relating to or affecting creditors’ rights and to general equitable principles.
(ii) Subject to receipt of the enforcement of creditors rights generally and equitable principles of general applicabilityRequisite Regulatory Approvals, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). (b) Neither neither the execution and delivery of this Agreement by the Company such Seller nor the performance or consummation by the Company such Seller of the Transactions transactions contemplated hereby nor compliance by such Seller with any of the provisions herein will (iA) result in a violation or breach of or conflict with the Company Charter Documents; governing documents of such Seller, (iiB) result in a modification, violation or breach of, increased liability under of or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event thatwhich, with notice or lapse of time or both, would constitute a default) under, or result in the termination or termination, cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon, upon any of the properties, rights properties or assets owned or operated by the Company such Seller under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to such Seller under any of the terms, conditions or provisions of any Company Material Contract note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which the Company such Seller is a party or by which the Company such Seller or any of its properties, rights properties or assets may be bound; bound or (iiiC) subject to obtaining or making the Consents consents, approvals, Orders, authorizations, registrations, declarations and filings referred to in Section 3.3(c)paragraph (iii) below, violate any judgment, ruling, orderOrder, writ, injunction injunction, decree or decree of any Governmental Authority (“Judgment”) or any statute, code, decree, law, ordinance, rule, regulation or order of any Governmental Authority (“Law”), in each case Law applicable to the Company such Seller or any of its properties or assets, other than, with respect to events than any such event described in the foregoing clauses items (iiB) and or (iii), asC) which, individually or in the aggregate, has not had, and would not reasonably be expected to havehave a material adverse effect on the ability of such Seller to consummate the transactions contemplated by this Agreement.
(iii) Except for the Requisite Regulatory Approvals, no consent, approval, Order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by such Seller in connection with such Seller’s execution, delivery and performance of this Agreement or the consummation by such Seller of the transactions contemplated hereby or thereby, except for (A) compliance with the HSR Act and other applicable foreign competition or antitrust laws, if any and (B) such other consents, approvals, Orders or authorization of, or registrations, declarations or filings with, any Governmental Authority where the failure to obtain or take such action, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse EffectEffect on such Seller.
Appears in 1 contract
Sources: Transaction Agreement and Agreement and Plan of Merger (Graphic Packaging Corp)
Authorization; No Conflict. (ai) The Company Recipient has all requisite the corporate power and authority to execute and deliver this Agreement and to carry out its obligations hereunder (which includes the issuance of the Subordinated Debt) and, assuming when issued, under the representations and warranties set forth in Section 4.8 are true and correct and that the Transactions are consummated in accordance with Section 251(h) of the DGCL, to consummate the TransactionsSubordinated Debt. The execution execution, delivery and delivery performance by the Company Recipient of this Agreement and, assuming and the representations and warranties set forth in Section 4.8 are true and correct and that the Transactions are consummated in accordance with Section 251(h) consummation of the DGCL, the consummation by the Company of the Transactions transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the CompanyRecipient and the holders of its Equity (including non-Member holders in the case of mutual institutions) (collectively, “Equityholders”), and no further approval or authorization is required on the part of the Recipient. The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder and the consummation by the Company resolutions of the Transactions have been duly authorized and approved unanimously by the Company Board and the Special Committee. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, assuming due and valid authorization, execution and delivery thereof by Parent and Merger Sub, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws of general application affecting or relating to the enforcement of creditors rights generally and equitable principles of general applicability, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). (b) Neither Directors authorizing the execution and delivery of this Agreement by the Company nor and the performance or consummation by the Company of the Transactions will (i) result Recipient’s obligations hereunder, including the issuance of the Subordinated Debt, a copy of which have been provided to the Investor prior to the Signing Date, are true, complete and correct copies of such documents as in a violation or breach full force and effect as of or conflict with the Company Charter Documents; Signing Date and as of the Closing Date.
(ii) result in a modificationThe execution, violation or breach ofdelivery and performance by the Recipient of this Agreement and the consummation of the transactions contemplated hereby and compliance by the Recipient with the provisions hereof, increased liability under or will not (A) violate, conflict with any provisions ofwith, or result in the loss a breach of any material benefit under provision of, or constitute a default (or an event thatwhich, with notice or lapse of time or both, would constitute a default) under, or result in the termination or cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration underof, or result in the creation of of, any Lien (other than a Permitted Lien) uponlien, security interest, charge or encumbrance upon any of the properties, rights properties or assets owned of the Recipient or operated by any subsidiary of the Company Recipient (each subsidiary, a “Recipient Subsidiary” and, collectively, the “Recipient Subsidiaries”) under any of the terms, conditions or provisions of (x) its organizational documents or (y) any Company Material Contract note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company Recipient or any Recipient Subsidiary is a party or by which the Company it or its properties, rights or assets any Recipient Subsidiary may be bound; , or to which the Recipient or any Recipient Subsidiary or any of the properties or assets of the Recipient or any Recipient Subsidiary may be subject, or (iiiB) subject to obtaining or making compliance with the Consents statutes and regulations referred to in Section 3.3(c)the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree of any Governmental Authority (“Judgment”) or any statute, code, decree, law, ordinance, rule, regulation or order of any Governmental Authority (“Law”), in each case applicable to the Company Recipient or any Recipient Subsidiary or any of its their respective properties or assetsassets except, other than, with respect to events described in the foregoing case of clauses (iiA)(y) and (iiiB), asfor those occurrences that, individually or in the aggregate, has have not had, had and would not reasonably be expected to have, have a Company Material Adverse Effect.
(iii) Other than such filings and approvals as are required to be made or obtained under any state “blue sky” laws and such as have been made or obtained, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Recipient in connection with the consummation by the Recipient of the Purchase except for any such notices, filings, exemptions, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Securities Purchase Agreement
Authorization; No Conflict. (a) The Company has all requisite corporate full limited liability company power and authority to execute execute, deliver and deliver perform its obligations under this Agreement andand the other Transaction Documents to which the Company is a party. The execution, assuming delivery and performance by the representations Company of this Agreement and warranties any other Transaction Documents to which the Company is a party have been duly authorized and approved by all requisite limited liability company action and do not require any further authorization or consent of the Company or its members or board of managers. This Agreement has been duly authorized, executed and delivered by the Company and is the legal, valid and binding obligation of the Company enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Applicable Laws affecting the enforcement of creditors’ rights generally and by the effect of general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).
(b) Except as set forth in Section 4.8 are true and correct and that the Transactions are consummated in accordance with Section 251(h2.2(b) of the DGCLDisclosure Schedule, to consummate neither the Transactions. The execution and delivery by the Company of this Agreement and, assuming or any other Transaction Documents to which the representations and warranties set forth in Section 4.8 are true and correct and that the Transactions are consummated in accordance with Section 251(h) of the DGCL, Company is a party nor the consummation by the Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Company. The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder and the consummation by the Company of the Transactions have been duly authorized and approved unanimously by the Company Board and the Special Committee. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, assuming due and valid authorization, execution and delivery thereof by Parent and Merger Sub, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws of general application affecting or relating to the enforcement of creditors rights generally and equitable principles of general applicability, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). (b) Neither the execution and delivery of this Agreement by the Company nor the performance or consummation by the Company of the Transactions will (i) result in a violation or breach of or conflict with the Company Charter Documents; (ii) result in a modification, violation or breach of, increased liability under or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or result in the termination or cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon, any of the propertiestransactions contemplated hereby or thereby, rights nor compliance with or assets owned or operated by the Company under any fulfillment of the terms, conditions and provisions hereof or provisions thereof, in each case by the Company, will:
(i) conflict with, result in a Default, or an event creating rights of acceleration, termination, modification or cancellation or a loss of rights under, any Company Material Contract to which the Company is a party or by which the Company is bound or its properties, rights or assets may be bound; or (iii) subject to obtaining or making the Consents referred to in Section 3.3(c), violate any judgment, ruling, order, writ, injunction or decree of any Governmental Authority (“Judgment”) or any statute, code, decree, law, ordinance, rule, regulation or order of any Governmental Authority (“Law”), in each case applicable to the Company or which any of its properties and assets are subject (including any Material Contract) or assetsany Permit affecting the properties, other than, with respect to events described in assets or the foregoing clauses Business;
(ii) and result in the creation or imposition of any Lien upon any of the properties or assets of the Company;
(iii)) conflict with or result in a Default under, asany provision of the Operating Agreement or other organizational documents of the Company;
(iv) conflict with or result in a violation or breach of any Applicable Law or any Court Order to which the Company is a party; or
(v) require the approval, individually consent, authorization or act of, or the making by the Company of any declaration, filing, notice or registration with, any Person.
(c) The board of managers of the Company at a meeting duly called and held, or by written consent in the aggregatelieu thereof, has not had, unanimously approved this Agreement and would not reasonably be expected the other Transaction Documents to have, which the Company is a Company Material Adverse Effect.party and the transactions contemplated hereby and thereby. 39881135.1 ACTIVE/118012393.3
Appears in 1 contract
Sources: Unit Purchase Agreement (Ultragenyx Pharmaceutical Inc.)
Authorization; No Conflict. (a) The Company has all the requisite corporate power and authority to execute enter into and deliver this Agreement and, assuming the representations and warranties set forth in Section 4.8 are true all other agreements and correct documents contemplated hereby to which it is a party and that the Transactions are consummated in accordance with Section 251(h) of the DGCL, to consummate the Transactions. The execution carry out its obligations hereunder and delivery by the Company of this Agreement and, assuming the representations and warranties set forth in Section 4.8 are true and correct and that the Transactions are consummated in accordance with Section 251(h) of the DGCL, the consummation by the Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Companythereunder. The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder and the consummation by the Company of the Transactions transactions contemplated hereby have been duly authorized by the Board of Directors of the Company. No other corporate proceedings on the part of the Company or any of the Company Subsidiaries are necessary to authorize the execution and approved unanimously delivery of this Agreement, the performance by the Company Board of its obligations hereunder and the Special Committeeconsummation by the Company of the transactions contemplated hereby, except for the adoption of this Agreement by the Required Company Stockholder Vote (as defined in Section 2.11(b)). This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, assuming due and valid authorization, execution and delivery thereof by Parent and Merger Sub, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws of general application affecting or relating to the enforcement of creditors rights generally and equitable principles of general applicability, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). .
(b) Neither the execution and delivery of this Agreement by the Company nor the performance or consummation by the Company of the Transactions transactions contemplated hereby nor compliance by the Company with any of the provisions herein will (i) result in a violation or breach of or conflict with the (x) certificate or articles of incorporation or bylaws of the Company Charter Documents; or any Company Subsidiary that is a corporation, (y) the articles or certificate of formation or the limited liability company agreement of any Company Subsidiary that is a limited liability company, or (z) the certificate of limited partnership or partnership agreement of any Company Subsidiary that is a limited partnership, or the organizational documents of any other Company Subsidiary, (ii) result in a modification, violation or breach of, increased liability under of or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event thatwhich, with notice or lapse of time or both, would constitute a default) under, or result in the termination or termination, cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lienas defined in Section 2.4(b)) upon, upon any of the properties, rights properties or assets owned or operated by the Company or any Company Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to the Company or any Company Subsidiary under any of the terms, conditions or provisions of any Company Material Contract note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which the Company or any of the Company Subsidiaries is a party or by which the Company or its properties, rights any of the Company Subsidiaries or any of their respective properties or assets may be bound; bound or (iii) subject to obtaining or making the Consents consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 3.3(c)paragraph (c) below, violate any judgment, ruling, order, writ, injunction or decree of any Governmental Authority (“Judgment”) or any statute, codeinjunction, decree, statute, law (including the common law, ordinance, rule, regulation or order of any Governmental Authority (“Law”), in each case rule or regulation applicable to the Company or any of its the Company Subsidiaries or any of their respective properties or assets, other than, with respect to events than any such event described in the foregoing clauses items (ii) and or (iii), as) which, individually or in the aggregate, has not had, had and would not reasonably be expected to have, have a Company Material Adverse Effect.
(c) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by the Company or any Company Subsidiary in connection with the Company’s execution, delivery and performance of this Agreement or the consummation by the Company of the transactions contemplated hereby, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of Merger, (ii) compliance with the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvement Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) and if required, the Competition Act (Canada) (the “Competition Act”), and other applicable foreign competition or antitrust laws, if any, (iii) the filing with the SEC of (A) a proxy statement relating to the Company Stockholders Meeting (as defined in Section 5.1(b)) (such proxy statement, as amended or supplemented from time to time, the “Proxy Statement”), and (B) such reports under Sections 13(a), 13(d), 15(d) or 16(a) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereby and thereby, (iv) compliance with the rules of the New York Stock Exchange (“NYSE”), (v) such governmental or tribal consents, qualifications or filings as are customarily obtained or made following the transfer of interests in oil and gas properties (“Customary Post Closing Consents”), and (vi) compliance with the “blue sky” laws of various states, and except in each case of clauses (i)-(vi) where the failure to obtain or take such action, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.
Appears in 1 contract
Authorization; No Conflict. (a) The Company has all the requisite corporate power and authority to execute enter into and deliver this Agreement and, assuming the representations and warranties set forth in Section 4.8 are true to carry out its obligations hereunder and correct and that the Transactions are consummated in accordance with Section 251(h) of the DGCL, to consummate the Transactions. The execution and delivery by the Company of this Agreement and, assuming the representations and warranties set forth in Section 4.8 are true and correct and that the Transactions are consummated in accordance with Section 251(h) of the DGCL, the consummation by the Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Companythereunder. The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder and the consummation by the Company of the Transactions transactions contemplated hereby have been duly authorized by the Board of Directors of the Company. No other corporate proceedings on the part of the Company or any of the Company Subsidiaries are necessary to authorize the execution and approved unanimously delivery of this Agreement, the performance by the Company Board of its obligations hereunder and the Special Committeeconsummation by the Company of the transactions contemplated hereby, except for the adoption of this Agreement by the Required Company Stockholder Vote (as defined in Section 2.11(b)), if required by applicable law. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, assuming due and valid authorization, execution and delivery thereof by Parent and Merger Sub, enforceable against the Company in accordance with its terms, subject except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium reorganization or similar Laws of general application other laws affecting or relating to the enforcement of creditors creditors’ rights generally and or by general equitable principles of general applicability, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). principles.
(b) Neither the execution and delivery of this Agreement by the Company nor the performance or consummation by the Company of the Transactions transactions contemplated hereby nor compliance by the Company with any of the provisions herein will (i) result in a violation or breach of or conflict with the (x) certificate or articles of incorporation or bylaws of the Company Charter Documents; or any Company Subsidiary that is a corporation or (y) the articles or certificate of formation or the limited liability company agreement of any Company Subsidiary that is a limited liability company, (ii) result in a modification, violation or breach of, increased liability under of or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event thatwhich, with notice or lapse of time or both, would constitute a default) under, or result in the termination or termination, cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lienas defined in Section 2.4(b)) upon, upon any of the properties, rights properties or assets owned or operated by the Company or any Company Subsidiaries under, or result in being declared void, voidable, or without further binding effect, under any of the terms, conditions or provisions of any Company Material Contract note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which the Company or any of the Company Subsidiaries is a party or by which the Company or its properties, rights any of the Company Subsidiaries or any of their respective properties or assets may be bound; is bound or (iii) subject to obtaining or making the Consents consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 3.3(c)paragraph (c) below and the Required Company Stockholder Vote, violate any judgment, ruling, order, writ, injunction or decree of any Governmental Authority (“Judgment”) or any statute, codeinjunction, decree, statute, law (including the common law, ordinance, rule, regulation or order of any Governmental Authority (“Law”), in each case rule or regulation applicable to the Company or any of its the Company Subsidiaries or any of their respective properties or assets, other than, with respect to events than any such event described in the foregoing clauses items (ii) and or (iii), as) which, individually or in the aggregate, has not had, and would not reasonably be expected to have, have or result in a Company Material Adverse Effect.
(c) Except for the consents, approvals, orders or authorizations of, or registrations, declarations or filings with, any Governmental Authority set forth in Section 2.3 of the Company Disclosure Letter (the “Required Approvals”), no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by the Company or any Company Subsidiary in connection with the Company’s execution, delivery and performance of this Agreement or the consummation by the Company of the transactions contemplated hereby, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of Merger, (ii) compliance with the H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvement Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) and the Competition Act (Canada) (the “Competition Act”), and other applicable foreign competition or antitrust laws, if any, (iii) the filing with the SEC of (A) a proxy statement relating to the Company Stockholders Meeting (as defined in Section 5.1(b)) (such proxy statement, as amended or supplemented from time to time, the “Proxy Statement”), and (B) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereby and thereby, (iv) compliance with the rules of the NYSE, (v) such governmental or tribal consents, qualifications or filings as are customarily obtained or made following the transfer of interests in oil and gas properties (“Customary Post Closing Consents”), (vi) compliance with the “blue sky” laws of various states, and (vii) such other consents, approvals, orders or authorizations of, or registrations, declarations or filings with, any Governmental Authority where the failure to obtain or take such action, individually or in the aggregate, would not reasonably be expected to have or result in a Company Material Adverse Effect.
Appears in 1 contract