Authorization; No Conflicts. The Company has the full legal right, power and authority to enter into this Agreement, the Agreement of Merger, the Articles of Merger and the Escrow Agreement, and to perform the transactions contemplated herein and therein. The execution, delivery and performance of this Agreement, the Agreement of Merger, the Articles of Merger, and the Escrow Agreement, and the consummation of the transactions contemplated hereby and thereby do not and will not (a) violate or conflict with any provision of each of the Company's and Subsidiary's Articles of Incorporation or Bylaws, (b) violate or conflict with any provision of, or be an event that is (or with the passage of time will result in) a default or violation of, or result in the modification, cancellation or acceleration of (whether after the giving of notice or lapse of time or both) any obligation under, or result in the imposition or creation of any Encumbrances upon any of the assets of each of the Company and the Subsidiary pursuant to, any Contract (as defined in Section 4.15) to which the Company or the Subsidiary is a party or by which the Company or the Subsidiary is bound, (c) violate or conflict with any Legal Requirement applicable to either the Company or the Subsidiary or any of its properties or assets or any other material restriction of any kind or character to which it is subject, or (d) require any authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any Government Authority, except as set forth on Schedule 4.10. The Company has received, or will receive prior to the Closing, all necessary approvals from its Board of Directors and shareholders to consummate the Merger. This Agreement has been duly executed and delivered by the Company, and at the Closing the Agreement of Merger, the Articles of Merger, and the Escrow Agreement, will be duly executed and delivered by the Company, and, assuming the due execution and delivery hereof and thereof by SM&A and Newco, respectively, this Agreement constitutes, and the Agreement of Merger, the Articles of Merger, and the Escrow Agreement, will constitute, the legal, valid and binding obligation of the Company, enforceable against it in accordance with their terms, except as enforceability hereof and thereof may be limited by applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights generally and by the exercise of judicial discretion in accordance with equitable principles.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization and Merger (Sm&a Corp)
Authorization; No Conflicts. The Company execution, delivery and --------------------------- performance of this Agreement by Seller has been duly and validly authorized by the full legal rightBoard of Directors of Seller and by all other necessary corporate action on the part of Seller. This Agreement constitutes the legally valid and binding obligation of Seller, power enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and authority other similar laws and equitable principles relating to enter into this Agreement, the Agreement of Merger, the Articles of Merger and the Escrow Agreement, and to perform the transactions contemplated herein and thereinor limiting creditors' rights generally. The execution, delivery and performance of this Agreement, the Agreement of Merger, the Articles of Merger, and the Escrow Agreement, and the consummation of the transactions contemplated hereby and thereby do not and by Seller will not directly or indirectly (a) violate contravene, conflict with, violate, or conflict with constitute a breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under any provision of each the charter documents or by-laws of Seller, Company or ConsumerInfo or any resolution adopted by the Board of Directors or shareholders of Seller or Company's and Subsidiary's Articles of Incorporation or Bylaws, (b) violate or conflict with any provision of, or be an event that is (or with the passage of time will result in) a default or violation of, or result in the modification, cancellation or acceleration of (whether after the giving of notice or lapse of time or both) any obligation under, or result in the imposition or creation of any Encumbrances upon Encumbrance against any material asset or property owned, licensed or leased by Company or ConsumerInfo, or (c) contravene, conflict with or result in a violation of any Law or Order to which Company, ConsumerInfo or any of the assets owned licensed or leased by any of them are subject, each of clauses (b) through (c), for such contraventions, conflicts, violations, which, individually or in the Company aggregate, do have a Material Adverse Effect. Schedule -------- 2.9 lists, as of the date hereof, all material Approvals and the Subsidiary pursuant toPermits required to --- be obtained by Seller, any Contract (as defined in Section 4.15) to which the Company or the Subsidiary is a party or by which the Company or the Subsidiary is bound, (c) violate or conflict with any Legal Requirement applicable to either the Company or the Subsidiary or any of its properties or assets or any other material restriction of any kind or character to which it is subject, or (d) require any authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any Government Authority, except as set forth on Schedule 4.10. The Company has received, or will receive prior to the Closing, all necessary approvals from its Board of Directors and shareholders ConsumerInfo to consummate the Mergerpurchase and sale of the Stock. This Agreement has been duly executed Except for the Approvals and delivered Permits identified on Schedule -------- 2.9 as requiring that certain actions be taken by the Company, and at the Closing the Agreement of Mergeror with respect to a --- Governmental Entity or other Person, the Articles execution, delivery and performance of Merger, and the Escrow Agreement, will be duly executed and delivered by the Company, and, assuming the due execution and delivery hereof and thereof by SM&A and Newco, respectively, this Agreement constitutesby Seller will not require any filing or registration with, and or the Agreement issuance of Mergerany Approval or Permit by, any Governmental Entity or other Person; except such that if not made or obtained would not have, individually or in the Articles of Mergeraggregate, and the Escrow Agreement, will constitute, the legal, valid and binding obligation of the Company, enforceable against it in accordance with their terms, except as enforceability hereof and thereof may be limited by applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights generally and by the exercise of judicial discretion in accordance with equitable principlesa Material Adverse Effect.
Appears in 1 contract
Authorization; No Conflicts. The Company has This Agreement and any related agreements each constitutes the full legal rightlegally valid and binding obligation of the Stockholders, power enforceable against the Stockholders in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and authority other similar laws and equitable principles relating to enter into this Agreement, the Agreement of Merger, the Articles of Merger and the Escrow Agreement, and to perform the transactions contemplated herein and thereinor limiting creditors rights generally. The execution, delivery and performance of this Agreement, Agreement by the Agreement of Merger, the Articles of Merger, Stockholders and the Escrow Agreementexecution, delivery and performance of any related agreements or contemplated transactions by the consummation of the transactions contemplated hereby and thereby do not and Stockholders or RLI will not (a) violate or conflict with any provision of each of the Company's and Subsidiary's Articles of Incorporation or Bylaws, (b) violate or conflict with any provision ofviolate, or be an event that is (constitute a breach or with the passage of time will result in) a default or violation of, or result in the modification, cancellation or acceleration of (whether after the giving of notice or upon lapse of time and/or the occurrence of any act or bothevent or otherwise) any obligation under, the certificate of incorporation or bylaws of RLI or any Contract of the Stockholders, RLI or any Subsidiary, result in the imposition or creation of any Encumbrances upon Encumbrance against any material asset or properties of RLI or any Subsidiary, or violate any statute or other law, rule, regulation, or interpretation of any Governmental Entity (each a "LAW"). Schedule 2.8 lists all approvals, authorizations, consents, qualifications or registrations, or any waivers of any of the assets of each of the Company and the Subsidiary pursuant foregoing, required to be obtained from, or any notices, statements or other communications required to be filed with or delivered to, any Contract (as defined in Section 4.15) to which the Company or the Subsidiary is a party or by which the Company or the Subsidiary is bound, (c) violate or conflict with any Legal Requirement applicable to either the Company or the Subsidiary or any of its properties or assets Governmental Authority or any other material restriction of person or entity ("APPROVALS") required to be obtained by the Stockholders, RLI or any kind or character to which it is subject, or (d) require any authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any Government Authority, except as set forth on Schedule 4.10. The Company has received, or will receive prior to the Closing, all necessary approvals from its Board of Directors and shareholders Subsidiary to consummate the Mergertransactions contemplated by this Agreement. This Agreement has been duly executed and delivered Except for matters identified in Schedule 2.8 as requiring that certain actions be taken by the Company, and at the Closing the Agreement of Mergeror with respect to a third party or Governmental Entity, the Articles of Merger, and the Escrow Agreement, will be duly executed and delivered by the Company, and, assuming the due execution and delivery hereof and thereof by SM&A and Newco, respectively, of this Agreement constitutes, by the Stockholders and the performance of this Agreement of Merger, the Articles of Merger, and the Escrow Agreement, will constitute, the legal, valid and binding obligation of the Company, enforceable against it in accordance with their terms, except as enforceability hereof and thereof may be limited by applicable bankruptcy, insolvency, moratorium any related or similar laws affecting creditors' rights generally and contemplated transactions by the exercise Stockholders or RLI will not require filing or registration with, or the issuance of judicial discretion in accordance with equitable principlesany Approval by, any other third party or Governmental Entity.
Appears in 1 contract
Sources: Stock Purchase Agreement (Avtel Communications Inc/De)
Authorization; No Conflicts. The Company has the full legal right, power and authority to enter into this Agreement, the Agreement of Merger, the Articles of Merger and the Escrow Agreement, and to perform the transactions contemplated herein and therein. The execution, delivery and performance of this AgreementAgreement and the Related Agreements by Seller have been duly and validly authorized by the Board of Directors of Seller and by all other necessary corporate action on the part of Seller. This Agreement and, when executed, the Agreement of Merger, the Articles of Merger, and the Escrow Agreement, and the consummation of the transactions contemplated hereby and thereby do not and will not (a) violate or conflict with any provision of each of the Company's and Subsidiary's Articles of Incorporation or Bylaws, (b) violate or conflict with any provision ofRelated Agreements constitute, or will constitute, legally valid and binding obligations of Seller, enforceable against Seller in accordance with their terms except as may be an event that is (limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or with the passage of time will result in) a default or violation of, or result in the modification, cancellation or acceleration of (whether after the giving of notice or lapse of time or both) any obligation under, or result in the imposition or creation of any Encumbrances upon any of the assets of each of the Company and the Subsidiary pursuant to, any Contract (as defined in Section 4.15) to which the Company or the Subsidiary is a party or by which the Company or the Subsidiary is bound, (c) violate or conflict with any Legal Requirement applicable to either the Company or the Subsidiary or any of its properties or assets or any other material restriction of any kind or character to which it is subject, or (d) require any authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any Government Authority, except limiting creditors' rights generally. Except as set forth on Schedule 4.10. The Company has received2.8, the execution, delivery and performance of this Agreement and the Related Agreements by Seller will not (i) violate, or constitute a breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under, the charter documents or by-laws of Seller, (ii) result in the imposition of any Encumbrance against the Stock or any material assets or properties of the Company or any of its Subsidiaries or (iii) violate any Law, except, in the case of clauses (ii) and (iii) above, for any such violations, breaches, defaults and impositions as would not have a material adverse effect on the business, financial condition or results of operations of the Company and its Subsidiaries taken as a whole. Except for (i) matters identified in Schedule 2.8, (ii) any filings or approvals required under the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇, (iii) any novations or consents required in connection with Government Contracts, (iv) the Anti-Assignment Laws and (v) Federal Acquisitions Regulations, the execution, delivery and performance of this Agreement and the Related Agreements by Seller will not require any Approvals to be obtained except for any such Approvals the failure of which to receive prior to would not in the Closingaggregate have a material adverse effect on the business, all necessary approvals from its Board financial condition or results of Directors and shareholders operations of the Business or have a material adverse effect on the ability of Seller to consummate the Merger. This transactions contemplated by this Agreement has been duly executed and delivered by the Company, and at the Closing the Agreement of Merger, the Articles of Merger, and the Escrow Agreement, will be duly executed and delivered by the Company, and, assuming the due execution and delivery hereof and thereof by SM&A and Newco, respectively, this Agreement constitutes, and the Agreement of Merger, the Articles of Merger, and the Escrow Agreement, will constitute, the legal, valid and binding obligation of the Company, enforceable against it in accordance with their terms, except as enforceability hereof and thereof may be limited by applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights generally and by the exercise of judicial discretion in accordance with equitable principlesRelated Agreements.
Appears in 1 contract
Authorization; No Conflicts. (i) The Company has the full legal right, corporate power and authority to enter into execute and deliver this Agreement, the Agreement of Merger, the Articles of Merger and the Escrow Agreement, Ancillary Documents to which it is a party and to perform consummate the transactions contemplated herein hereby and thereinthereby (the “Transactions”). The execution, delivery and performance by the Company of this Agreement, the Agreement of Merger, the Articles of Merger, and the Escrow Agreement, each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby do not and will not (a) violate or conflict with any provision Transactions have been duly authorized by the Board of each Directors of the Company's and Subsidiary's Articles of Incorporation or Bylaws, (b) violate or conflict with any provision of, or be an event that is (or with . No other corporate proceedings on the passage of time will result in) a default or violation of, or result in the modification, cancellation or acceleration of (whether after the giving of notice or lapse of time or both) any obligation under, or result in the imposition or creation of any Encumbrances upon any of the assets of each part of the Company are necessary to authorize the execution, delivery and the Subsidiary pursuant to, any Contract (as defined in Section 4.15) to which performance by the Company of this Agreement and each Ancillary Document and consummation of the Transactions. This Agreement has been, and at or the Subsidiary is a party or by which the Company or the Subsidiary is bound, (c) violate or conflict with any Legal Requirement applicable to either the Company or the Subsidiary or any of its properties or assets or any other material restriction of any kind or character to which it is subject, or (d) require any authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any Government Authority, except as set forth on Schedule 4.10. The Company has received, or will receive prior to the Closing, all necessary approvals from its Board of Directors each Ancillary Document to which it is a party will be, duly and shareholders to consummate the Merger. This Agreement has been duly validly executed and delivered by the Company. This Agreement is, and upon its execution at or prior to the Closing the Agreement of Mergereach Ancillary Document to which it is a party will be, the Articles of Merger, and the Escrow Agreement, will be duly executed and delivered by the Company, and, assuming the due execution and delivery hereof and thereof by SM&A and Newco, respectively, this Agreement constitutes, and the Agreement of Merger, the Articles of Merger, and the Escrow Agreement, will constitute, the legal, a valid and binding obligation of the Company, enforceable against it in accordance with their its terms, except as enforceability hereof and thereof may be limited by applicable bankruptcy, insolvencycreditors’ rights generally, moratorium or similar laws affecting creditors' rights generally and by general principles of equity, and except to the exercise extent that the indemnification and contribution provisions herein and in the Registration Rights Agreement may be limited by federal or state securities laws and public policy considerations in respect thereof.
(ii) The execution, delivery and performance of judicial discretion this Agreement and the Ancillary Documents to which it is a party, the consummation by the Company of the Transactions and the compliance by the Company with any of the provisions hereof and thereof will not conflict with, violate or result in accordance a breach of any provision of, or constitute a default (or an event which, with equitable principlesnotice or lapse of time or both would constitute a default) under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (A) any provision of the Charter or By-laws of the Company or the certificate of incorporation, charter, by-laws or other governing instrument of any Subsidiary of the Company or (B) any mortgage, note, indenture, deed of trust, lease, loan agreement or other agreement or instrument or any permit, concession, grant, franchise, license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than any such conflict, violation, breach, default, termination and acceleration under clause (B) that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Investment Agreement (Urstadt Biddle Properties Inc)
Authorization; No Conflicts. The Except as set forth on Exhibit 4.2, the --------------------------- ----------- Company has the full legal right, power and authority to enter into this Agreement, the Agreement of Merger, the Articles of Merger and the Escrow Agreement, and to perform the transactions contemplated herein and therein. The execution, delivery and performance of this Agreement, the Agreement of Merger, the Articles of Merger, and the Escrow Agreement, and the consummation of the transactions contemplated hereby and thereby do not and will not (a) violate or conflict with any provision of each of the Company's and Subsidiary's Articles of Incorporation or Bylaws, (b) violate or conflict with any provision of, or be an event that is (or with the passage of time will result in) a default or violation of, or result in the modification, cancellation or acceleration of (whether after the giving of notice or lapse of time or both) any obligation under, or result in the imposition or creation of any Encumbrances upon any of the assets of each of the Company and the Subsidiary pursuant to, any Contract (as defined in Section 4.15) to which the ------------ Company or the Subsidiary is a party or by which the Company or the Subsidiary is bound, (c) violate or conflict with any Legal Requirement applicable to either the Company or the Subsidiary or any of its properties or assets or any other material restriction of any kind or character to which it is subject, or (d) require any authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any Government Authority, except as set forth on Schedule 4.10. The Company has ------------- received, or will receive prior to the Closing, all necessary approvals from its Board of Directors and shareholders to consummate the Merger. This Agreement has been duly executed and delivered by the Company, and at the Closing the Agreement of Merger, the Articles of Merger, and the Escrow Agreement, will be duly executed and delivered by the Company, and, assuming the due execution and delivery hereof and thereof by SM&A and Newco, respectively, this Agreement constitutes, and the Agreement of Merger, the Articles of Merger, and the Escrow Agreement, will constitute, the legal, valid and binding obligation of the Company, enforceable against it in accordance with their terms, except as enforceability hereof and thereof may be limited by applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights generally and by the exercise of judicial discretion in accordance with equitable principles.
Appears in 1 contract
Sources: Merger Agreement (Sm&a Corp)
Authorization; No Conflicts. The Company execution, delivery and performance of this Agreement by ▇▇▇▇▇ has been duly and validly authorized by the full legal rightboard of directors of Buyer and by all other necessary corporate action on the part of Buyer and its Affiliates. This Agreement constitutes the legal, power valid and authority binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to enter into this Agreement, the Agreement of Merger, the Articles of Merger and the Escrow Agreement, and to perform the transactions contemplated herein and thereinor limiting creditors' rights generally. The execution, delivery and performance of this Agreement, the Agreement of Merger, the Articles of Merger, and the Escrow Agreement, and the consummation of the transactions contemplated hereby and thereby do not and by Buyer will not directly or indirectly (a) violate contravene, conflict with, violate, or conflict with constitute a breach or default (whether upon lapse of time and/or the occurrence of any provision act or event or otherwise) under, the charter documents or by-laws of each of the Company's and Subsidiary's Articles of Incorporation or BylawsBuyer, (b) violate or conflict with any provision of, or be an event that is (or with the passage of time will result in) a default or violation of, or result in the modification, cancellation or acceleration of (whether after the giving of notice or lapse of time or both) any obligation under, or result in the imposition or creation of any Encumbrances upon Encumbrance against any material asset or property owned, licensed or leased by Buyer, or (c) contravene, conflict with or result in a violation of Law or Order to which Buyer or any of the assets of owned, licensed or leased by Buyer are subject, except, in each of the Company and the Subsidiary pursuant to, any Contract clauses (as defined in Section 4.15b) to which the Company or the Subsidiary is a party or by which the Company or the Subsidiary is bound, through (c) violate ), for such contraventions, conflicts, impositions and violations which , individually or conflict with any Legal Requirement applicable in the aggregate, do not have a material adverse effect on Buyer's ability to either perform its obligations under this Agreement. SCHEDULE 3.2 lists, as of the Company or the Subsidiary or any of its properties or assets or any other material restriction of any kind or character to which it is subject, or (d) require any authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any Government Authority, except as set forth on Schedule 4.10. The Company has received, or will receive prior to the Closingdate hereof, all necessary approvals from its Board of Directors material Approvals and shareholders Permits required to be obtained by Buyer to consummate the Mergertransactions contemplated by this Agreement, other than those which have already been obtained. This Agreement has been duly executed Except for the Approvals and delivered Permits identified on SCHEDULE 3.2 as requiring that certain actions be taken by the Company, and at the Closing the Agreement of Mergeror with respect to a third party or Governmental Entity, the Articles execution, delivery and performance of Merger, and the Escrow Agreement, will be duly executed and delivered by the Company, and, assuming the due execution and delivery hereof and thereof by SM&A and Newco, respectively, this Agreement constitutesby Buyer will not require any material filing or registration with, and or the Agreement issuance of Mergerany material Approval or Permit by, the Articles of Merger, and the Escrow Agreement, will constitute, the legal, valid and binding obligation of the Company, enforceable against it in accordance with their terms, except as enforceability hereof and thereof may be limited by applicable bankruptcy, insolvency, moratorium any third party or similar laws affecting creditors' rights generally and by the exercise of judicial discretion in accordance with equitable principlesGovernmental Entity.
Appears in 1 contract
Sources: Stock Purchase Agreement (Lattice Semiconductor Corp)
Authorization; No Conflicts. The Company (a) Buyer has the full legal right, power power, and authority to enter into this Agreement, the Agreement of Merger, the Articles of Merger and the Escrow AgreementOther Agreements to which it is a party, and to perform consummate the transactions contemplated herein hereby, and thereinotherwise to comply with and perform its obligations under, this Agreement and the Other Agreements.
(b) The execution and delivery by Buyer of this Agreement do not, the execution and delivery by Buyer of each Other Agreement to which is, or will be, a party will not, and the consummation of the Acquisition and the other transactions contemplated to be consummated by them by this Agreement and such Other Agreement will not conflict with, or result in any breach of or constitute a default under (or an event that, with notice or lapse of time or both, would become a default), require any consent of any Person pursuant to, or give to others any rights of termination, acceleration or cancellation under, allow the imposition of any fees or penalties, require the offering or making of any payment or redemption, or result in the creation of any Lien (other than Permitted Encumbrances) upon any of the properties or assets of Buyer under, any provision of (i) the organizational documents of Buyer, (ii) any Contract to which Buyer is a party or by which any of their properties or assets is bound, or (iii) any injunction, judgment, Order or decree or statute, law, ordinance, legally-binding rule, executive order, code or regulation applicable to Buyer or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that have not had and would not reasonably be expected to have a material adverse effect on Buyer. The No consent, permit, authorization or approval of, or registration, declaration, notice or filing with, any Governmental Authority is required to be obtained or made by or with respect to Buyer in connection with the execution, delivery and performance of this Agreement, Agreement or any of the Agreement of Merger, the Articles of Merger, and the Escrow Agreement, and Other Agreements or the consummation of the Acquisition and the other transactions contemplated hereby and thereby do not by the Other Agreements, other than (A) compliance with and will not (a) violate or conflict with any provision of each of the Company's and Subsidiary's Articles of Incorporation or Bylawsfilings under applicable Antitrust Laws, (bB) violate or conflict with those that may be required solely by reason of Seller’s (as opposed to any provision of, or be an event that is (or with the passage of time will result inother third party’s) a default or violation of, or result participation in the modificationAcquisition and the other transactions contemplated hereby and by the Other Agreements, cancellation and (C) those the failure of which to obtain or acceleration of (whether after the giving of notice make would not, individually or lapse of time or both) any obligation under, or result in the imposition or creation of any Encumbrances upon any of the assets of each of the Company and the Subsidiary pursuant toaggregate, any Contract (as defined in Section 4.15) reasonably be expected to which the Company or the Subsidiary is have a party or by which the Company or the Subsidiary is bound, material adverse effect on Buyer.
(c) violate or conflict with any Legal Requirement applicable to either the Company or the Subsidiary or any of its properties or assets or any other material restriction of any kind or character to which it is subject, or (d) require any authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any Government Authority, except as set forth on Schedule 4.10. The Company Buyer has received, or will receive prior to the Closing, all necessary approvals from its Board of Directors and shareholders to consummate the Merger. This Agreement has been duly executed and delivered by this Agreement and on or prior to the CompanyClosing will have delivered each Other Agreement to which it is, or will be, a party, and at the Closing the Agreement of Merger, the Articles of Merger, and the Escrow Agreement, will be duly executed and delivered by the Company, and, assuming the due execution and delivery hereof and thereof by SM&A and Newco, respectively, this Agreement constitutes, and each Other Agreement to which they are, or will be, a party will after the Agreement of Merger, the Articles of Merger, and the Escrow Agreement, will Closing constitute, the their legal, valid and binding obligation of the Companyobligation, enforceable against it in accordance with their terms, except as to the extent that such enforceability hereof and thereof may be limited by applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights generally and by the exercise of judicial discretion in accordance with equitable principlesEquitable Exceptions.
Appears in 1 contract
Authorization; No Conflicts. The i. All corporate actions and proceedings on the part of each of the Company has and Citadel and their respective directors and stockholders necessary for the full legal rightauthorization, power execution, filing, delivery and authority to enter into this performance by the Company and Citadel of the Transactions Contemplated by This Agreement, the Agreement of Merger, the Articles of Merger have been lawfully and the Escrow Agreement, and to perform the transactions contemplated herein and thereinvalidly conducted. The execution, delivery and performance of this Agreement, the Agreement of MergerOther Documents, the Articles of Merger, Acquisition Agreements and the Escrow Agreement, and the consummation filing of the transactions contemplated hereby Amended and thereby do not and will not (a) violate or conflict with any provision of each of the Company's and Subsidiary's Articles Restated Certificate of Incorporation or Bylawshave been duly authorized by the Company and Citadel, (b) violate or conflict with any provision ofas the case may be.
ii. Neither the execution, or be an event that is (or with the passage of time will result in) a default or violation of, or result in the modification, cancellation or acceleration of (whether after the giving of notice or lapse of time or both) any obligation under, or result in the imposition or creation of any Encumbrances upon any of the assets of delivery and performance by each of the Company and Citadel of this Agreement, the Subsidiary Other Documents, the Acquisition Agreements or the other agreements contemplated hereby and thereby, nor the consummation of the Transactions Contemplated by This Agreement, do or shall (i) result in any violation of, (ii) conflict with, (iii) result in a breach of, (iv) constitute a default under, (v) result in the creation of any Lien upon the Company's or any Subsidiary's Equity Securities or assets pursuant to, (vi) give any third party the right to accelerate any obligation under, (vii) require any authorization, consent, approval, exemption or other action by or notice to or filing with any third party or any court or administrative or governmental body pursuant to, any Contract of the terms of (as defined in Section 4.15A) any provision of federal or state law, (B) any judgment, decree, order, rule or regulation to which the Company or any Subsidiary is subject, (C) the certificate of incorporation or bylaws of the Company or any Subsidiary, (D) any mortgage, indenture, agreement or instrument to which the Company or any Subsidiary is a party or by which any of them or any of their respective assets is bound (including, without limitation, any preemptive or other rights in favor of any holders of Equity Securities of the Company or Citadel), except for any such authorizations, consents, approvals, exemptions and other actions by or notices to or filings with third parties which have been made or received; provided, however, that with respect to the Subsidiary is boundimmediately preceding clause (vii), (c) violate no disclosures need be made pursuant to this Section with respect to consents required pursuant to the Acquisition Agreements. None of the Subsidiaries are subject to any restrictions upon making loans or conflict with advances or paying dividends to, transferring property to, or repaying any Legal Requirement applicable to either Indebtedness owed to, the Company or the Subsidiary or any of its properties or assets or any other material restriction of any kind or character to which it is subject, or (d) require any authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any Government Authorityanother Subsidiary, except as set forth on Schedule 4.10. The Company has received, or will receive prior pursuant to the Closing, all necessary approvals from its Board of Directors and shareholders to consummate the Merger. This FINOVA Credit Agreement has been duly executed and delivered by the Company, and at the Closing the Agreement of Merger, the Articles of Merger, and the Escrow Amended and Restated Class A Note Agreement, will be duly executed and delivered by the Company, and, assuming the due execution and delivery hereof and thereof by SM&A and Newco, respectively, this Agreement constitutes, and the Agreement of Merger, the Articles of Merger, and the Escrow Agreement, will constitute, the legal, valid and binding obligation of the Company, enforceable against it in accordance with their terms, except as enforceability hereof and thereof may be limited by applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights generally and by the exercise of judicial discretion in accordance with equitable principles.
Appears in 1 contract
Sources: Securities Purchase and Exchange Agreement (Citadel License Inc)
Authorization; No Conflicts. The Company has the full legal right, power and authority to enter into this Agreement, the Agreement of Merger, the Articles of Merger and the Escrow Agreement, and to perform the transactions contemplated herein and therein. The execution, delivery and performance by Seller of this Agreement, the Agreement of Merger, the Articles of Merger, and by Seller and the Escrow Agreement, and the consummation of the transactions contemplated hereby and thereby do not and will not (a) violate or conflict with any provision Affiliated Transferors of each of the Company's and Subsidiary's Articles of Incorporation or Bylaws, (b) violate or conflict with any provision of, or be an event that is (or with the passage of time will result in) a default or violation of, or result in the modification, cancellation or acceleration of (whether after the giving of notice or lapse of time or both) any obligation under, or result in the imposition or creation of any Encumbrances upon any of the assets of each of the Company and the Subsidiary pursuant to, any Contract (as defined in Section 4.15) to which the Company or the Subsidiary is a party or by which the Company or the Subsidiary is bound, (c) violate or conflict with any Legal Requirement applicable to either the Company or the Subsidiary or any of its properties or assets or any other material restriction of any kind or character Related Agreements to which it is subjecta party (and the guaranty of Seller's performance hereunder by LM) has been duly and validly authorized by the respective Boards of Directors of such Persons and by all other necessary corporate action on the part of each such Person. This Agreement and, or (d) require any authorizationwhen executed, consentthe Related Agreements to which each such Person is a party, order, permit or approval of, or notice to, or filing, registration or qualification with, any Government Authority, except as set forth on Schedule 4.10. The Company has receivedconstitute, or will receive prior to the Closing, all necessary approvals from its Board of Directors and shareholders to consummate the Merger. This Agreement has been duly executed and delivered by the Company, and at the Closing the Agreement of Merger, the Articles of Merger, and the Escrow Agreement, will be duly executed and delivered by the Company, and, assuming the due execution and delivery hereof and thereof by SM&A and Newco, respectively, this Agreement constitutes, and the Agreement of Merger, the Articles of Merger, and the Escrow Agreement, will constitute, the legal, legally valid and binding obligation obligations of the Company, such Person enforceable against it in accordance with their terms, except as enforceability hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or and other similar laws affecting and equitable principles relating to or limiting creditors' rights generally generally. Except as set forth on Schedule 3.1(h), the execution, delivery and performance of this Agreement by Seller and of the exercise Related Agreements by Seller and each Affiliated Transferor that is a party thereto will not (i) violate the charter documents or by-laws of judicial discretion any such Person, (ii) result in accordance with equitable principlesthe imposition of any Encumbrance against any assets or properties of the Business or the GM Contract Assets or (iii) violate any Law, except in the case of clause (ii) or clause (iii) for any such violations or impositions as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect, and excluding the resulting requirements to make filings or obtain approvals required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and any similar filings or approvals required under foreign Laws and (iii) other than matters set forth on Schedule 3.1(e)(2), or excluded therefrom based on a Contract not being a Material Contract, the execution, delivery and performance of this Agreement by Seller and of the Related Agreements by Seller and each Affiliated Transferor that is a party thereto will not require any Approvals or consents of third parties to be obtained or give rise to any rights of termination of any Material Contract, except for any such Approvals, consents of third parties or rights of termination the failure of which to receive would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect or have a material adverse effect on the ability of Seller to consummate the transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Asset Purchase Agreement (Affiliated Computer Services Inc)
Authorization; No Conflicts. The Company has the full legal right, power and authority to enter into this Agreement, the Agreement of Merger, the Articles of Merger and the Escrow Agreement, and to perform the transactions contemplated herein and therein. The execution, delivery delivery, and performance of this Agreement, the Agreement of Merger, the Articles of MergerAncillary Agreements, and any related agreements by the Escrow Agreement, Company and the consummation performance of the transactions contemplated hereby and thereby do not have been duly and will not (a) violate or conflict with any provision validly authorized by the Board of each of the Company's and Subsidiary's Articles of Incorporation or Bylaws, (b) violate or conflict with any provision of, or be an event that is (or with the passage of time will result in) a default or violation of, or result in the modification, cancellation or acceleration of (whether after the giving of notice or lapse of time or both) any obligation under, or result in the imposition or creation of any Encumbrances upon any of the assets of each Directors of the Company and by all other necessary corporate action on the Subsidiary pursuant to, any Contract (as defined in Section 4.15) to which part of the Company or the Subsidiary is a party or by which the Company or the Subsidiary is bound, (c) violate or conflict with any Legal Requirement applicable to either the Company or the Subsidiary or any of its properties or assets or any other material restriction of any kind or character to which it is subject, or (d) require any authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any Government Authority, except as set forth on Schedule 4.10. The Company has received, or will receive prior to the Closing, all necessary approvals from its Board of Directors and shareholders to consummate the MergerCompany. This Agreement has been duly executed and delivered by Agreement, the CompanyAncillary Agreements, and at any related agreements constitute the Closing the Agreement of Merger, the Articles of Merger, and the Escrow Agreement, will be duly executed and delivered by the Company, and, assuming the due execution and delivery hereof and thereof by SM&A and Newco, respectively, this Agreement constitutes, and the Agreement of Merger, the Articles of Merger, and the Escrow Agreement, will constitute, the legal, legally valid and binding obligation obligations of the Company, enforceable against it the Company in accordance with their terms, respective terms except as such enforceability hereof and thereof may be limited by applicable bankruptcy, insolvency, moratorium or reorganization, moratorium, and other similar laws affecting and equitable principles relating to or limiting creditors' rights generally generally. The execution, delivery, and performance of this Agreement, the Ancillary Agreements, and any related agreements by the exercise Company and the performance of judicial discretion the transactions contemplated hereby and thereby will not (i) result in accordance the imposition of any Encumbrance against any material asset or property of the Company or any of its Subsidiaries (other than Permitted Encumbrances), or (ii) violate or conflict with equitable principlesor constitute a breach or default, or an event creating rights of acceleration or termination (in each case, whether upon lapse of time or the occurrence of any act or event or otherwise) under (a) the charter documents or bylaws of the Company or any of its Subsidiaries, (b) any material Law to which the Company, its Subsidiaries or the Business is subject, or (c) any Material Contract. Except for matters identified in Schedule 4.8 as requiring that certain actions be taken by or with respect to a third party or Governmental Entity, the execution and delivery of this Agreement by the Company and the performance of this Agreement and any related or contemplated transactions will not require filing or registration with, or the issuance of any Permit by, or receipt of any Approval from, any other Person (including, without limitation, any other party to a Material Contract) or Governmental Entity under the terms of any applicable Laws or Contracts, except where failure to obtain or make the same would not prevent the Company from performing any of its obligations under this Agreement and would not, individually or in the aggregate, have a Material Adverse Effect.
Appears in 1 contract
Sources: Stock Purchase and Sale Agreement (HCC Industries International)
Authorization; No Conflicts. (i) The Company has the full legal right, corporate power and authority to enter into execute and deliver this Agreement, the Agreement of Merger, the Articles of Merger and the Escrow Agreement, Ancillary Agreements to which it is a party and to perform consummate the transactions contemplated herein hereby and thereinthereby (the “Transactions”). The execution, delivery and performance by the Company of this Agreement, the Agreement of Merger, the Articles of Merger, and the Escrow Agreement, each Ancillary Agreement to which it is a party and the consummation of the transactions contemplated hereby and thereby do not and will not (a) violate or conflict with any provision of each Transactions, including the issuance of the Company's and Subsidiary's Articles Purchased Securities to Purchaser, have been duly authorized by the Board of Incorporation or Bylaws, (b) violate or conflict with any provision of, or be an event that is (or with the passage of time will result in) a default or violation of, or result in the modification, cancellation or acceleration of (whether after the giving of notice or lapse of time or both) any obligation under, or result in the imposition or creation of any Encumbrances upon any of the assets of each Directors of the Company and (the Subsidiary pursuant to, any Contract (as defined in Section 4.15) to which “Board”). No other corporate proceedings on the part of the Company or are necessary to authorize the Subsidiary is a party or execution, delivery and performance by which the Company of this Agreement and each Ancillary Agreement and consummation of the Transactions. This Agreement has been, and at or the Subsidiary is bound, (c) violate or conflict with any Legal Requirement applicable to either the Company or the Subsidiary or any of its properties or assets or any other material restriction of any kind or character to which it is subject, or (d) require any authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any Government Authority, except as set forth on Schedule 4.10. The Company has received, or will receive prior to the Closing, all necessary approvals from its Board of Directors each Ancillary Agreement to which it is a party will be, duly and shareholders to consummate the Merger. This Agreement has been duly validly executed and delivered by the Company. This Agreement is, and upon its execution at or prior to the Closing the each Ancillary Agreement of Mergerto which it is a party will be, the Articles of Merger, and the Escrow Agreement, will be duly executed and delivered by the Company, and, assuming the due execution and delivery hereof and thereof by SM&A and Newco, respectively, this Agreement constitutes, and the Agreement of Merger, the Articles of Merger, and the Escrow Agreement, will constitute, the legal, a valid and binding obligation of the Company, enforceable against it in accordance with their its terms.
(ii) The execution, except as enforceability delivery and performance of this Agreement and the Ancillary Agreements to which it is a party, the consummation by the Company of the Transactions and the compliance by the Company with any of the provisions hereof and thereof may (including, without limitation, the conversion provisions in the Series B Articles Supplementary) will not conflict with, violate or result in a breach of any provision of, or constitute a default (or an event which, with or without notice or lapse of time or both would constitute a default) under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (A) any provision of the Charter or Bylaws of the Company or the certificate of incorporation, charter, bylaws or other governing instrument of any Subsidiary of the Company or (B) any Contract, Permit judgment, order, decree, ruling, injunction or Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than any such conflict, violation, breach, default, termination and acceleration under clause (B) that, individually or in the aggregate, would not have and would not reasonably be limited by applicable bankruptcyexpected to have, insolvency, moratorium or similar laws affecting creditors' rights generally and by the exercise of judicial discretion in accordance with equitable principlesa Material Adverse Effect.
Appears in 1 contract
Sources: Investment Agreement (Plymouth Industrial REIT Inc.)
Authorization; No Conflicts. The Company has the full legal right, power and --------------------------- authority to enter into this Agreement, the Agreement of Merger, the Articles of Merger and the Escrow Agreement, Ancillary Agreements to which it is a party and to perform consummate the transactions contemplated herein hereby and thereinthereby. The execution, delivery and performance of this Agreement and each of the Ancillary Agreements to which the Company is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of the Company. No other proceedings on the part of the Company or the Predecessor Company are necessary to authorize the execution, delivery and performance of this Agreement and each of the Ancillary Agreements and the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by the Company. This Agreement and each of the Ancillary Agreements constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally, and limitations on the availability of equitable remedies. Except as set forth in Schedule 3.01(c), the execution, delivery and performance of this Agreement, the Agreement of Merger, the Articles of Merger, Ancillary Agreements and the Escrow AgreementReorganization, and the consummation of the transactions by the Company contemplated hereby and thereby do not thereby, including the exercise of any rights hereunder and thereunder, and the compliance by the Company with any of the provisions hereof and thereof will not (a) conflict with, violate or conflict with result in a breach in any provision material respect of each of the Company's and Subsidiary's Articles of Incorporation or Bylaws, (b) violate or conflict with any provision of, require a consent under, or be constitute a default (or an event that is (or which, with the passage of time will result in) a default or violation of, or result in the modification, cancellation or acceleration of (whether after the giving of notice or lapse of time or both, would constitute a default) any obligation under, or result in the imposition termination of or creation accelerate the performance required by, or result in a right of termination or acceleration under, (i) any Encumbrances upon any provision of the assets certificate of each incorporation, by-laws or other governing instrument of the Company and the Subsidiary pursuant to, any Contract (as defined in Section 4.15) to which the Company or the Subsidiary is a party certificate of incorporation, by-laws or by which the Company or the Subsidiary is bound, (c) violate or conflict with other governing instrument of any Legal Requirement applicable to either the Company or the Subsidiary or (ii) any of its properties or assets or any other material restriction of any kind or character to which it is subjectagreement, or (d) require any authorizationinstrument, consentpermit, concession, grant, franchise, license, judgment, order, permit decree, ruling, injunction, statute, law, ordinance, rule or approval of, regulation binding on or notice to, or filing, registration or qualification with, any Government Authority, except as set forth on Schedule 4.10. The Company has received, or will receive prior otherwise applicable to the Closing, all necessary approvals from its Board of Directors and shareholders to consummate the Merger. This Agreement has been duly executed and delivered by the Company, and at the Closing Subsidiaries or their respective properties or assets, including any agreements to be entered into on the Agreement of Merger, the Articles of Merger, and the Escrow Agreement, will be duly executed and delivered by the Company, and, assuming the due execution and delivery hereof and thereof by SM&A and Newco, respectively, this Agreement constitutes, and the Agreement of Merger, the Articles of Merger, and the Escrow Agreement, will constitute, the legal, valid and binding obligation of the Company, enforceable against it in accordance with their terms, except as enforceability hereof and thereof may be limited by applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights generally and by the exercise of judicial discretion in accordance with equitable principlesdate hereof.
Appears in 1 contract
Sources: Investment Agreement (Ipcs Inc)
Authorization; No Conflicts. The Company has the full legal right, power and authority to enter into this Agreement, the Agreement of Merger, the Articles of Merger and the Escrow Agreement, and to perform the transactions contemplated herein and therein. The execution, delivery and performance by the Company of this Agreement, the Agreement and of Merger, the Articles of Merger, and the Escrow each Related Agreement, and the issuance and sale by the Company of the Purchased Securities hereunder, (a) are within its power and authority, and (b) have been duly authorized by all necessary action of the Company (including the audit committee of the Company's Board of Directors) and its stockholders and by all other requisite proceedings. Neither the execution and delivery by the Company of this Agreement or any Related Agreement nor the consummation by the Company of the transactions contemplated hereby thereby (including, without limitation, the purchase and thereby do not and will not sale of the Purchased Securities hereunder) (a) will violate any provision of the Charter of the Company or any of its Subsidiaries, (b) will violate or conflict with any provision applicable statute, law, ordinance, rule, regulation, order, judgment, writ, injunction, license, permit or decree applicable to the Company or any of each of the Company's and Subsidiary's Articles of Incorporation or Bylawsits Subsidiaries, (bc) violate or will conflict with any provision of, or be constitute a violation of or a default (or an event that is (or which with the passage of time will result in) a default or violation of, or result in the modification, cancellation or acceleration of (whether after the giving of notice or lapse of time or both, would constitute a default) any obligation under, or will result in the imposition termination of, or creation of any Encumbrances upon any of the assets of each of the Company and the Subsidiary pursuant toaccelerate performance required by, any Contract (as defined in Section 4.15) to which the Company or the Subsidiary any of its Subsidiaries is a party or by to which any of the assets or properties of the Company or the Subsidiary is bound, (c) violate or conflict with any Legal Requirement applicable to either the Company or the Subsidiary or any of its properties Subsidiaries are subject, (d) will result in the creation of any Lien upon any of the Equity Securities of the Company or any of its Subsidiaries or upon any of the property or assets of the Company or any other material restriction of any kind or character to which it is subjectits Subsidiaries, or (de) will require any authorization, the consent, order, permit authorization or approval of, or notice to, to or filing, filing or registration or qualification with, any Government AuthorityPerson, except as set forth on Schedule 4.10. The Company has receivedother than stockholder approval, or will receive prior to the Closing, all necessary approvals from its Board of Directors and shareholders to consummate the Merger. This Agreement has been duly executed and delivered if required by the Company, and at the Closing the Agreement of Merger, the Articles of Merger, and the Escrow Agreement, will be duly executed and delivered by the Company, and, assuming the due execution and delivery hereof and thereof by SM&A and Newco, respectively, this Agreement constitutes, and the Agreement of Merger, the Articles of Merger, and the Escrow Agreement, will constitute, the legal, valid and binding obligation of the Company, enforceable against it in accordance with their terms, except as enforceability hereof and thereof may be limited by applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights generally and by the exercise of judicial discretion in accordance with equitable principlesNasdaq.
Appears in 1 contract
Authorization; No Conflicts. The Company execution, delivery and --------------------------- performance of this Agreement by Buyer has been duly and validly authorized by the full legal rightboard of directors of Buyer and by all other necessary corporate action on the part of Buyer and its Affiliates. This Agreement constitutes the legal, power valid and authority binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to enter into this Agreement, the Agreement of Merger, the Articles of Merger and the Escrow Agreement, and to perform the transactions contemplated herein and thereinor limiting creditors' rights generally. The execution, delivery and performance of this Agreement, the Agreement of Merger, the Articles of Merger, and the Escrow Agreement, and the consummation of the transactions contemplated hereby and thereby do not and by Buyer will not directly or indirectly (a) violate contravene, conflict with, violate, or conflict with constitute a breach or default (whether upon lapse of time and/or the occurrence of any provision act or event or otherwise) under, the charter documents or by-laws of each of the Company's and Subsidiary's Articles of Incorporation or BylawsBuyer, (b) violate or conflict with any provision of, or be an event that is (or with the passage of time will result in) a default or violation of, or result in the modification, cancellation or acceleration of (whether after the giving of notice or lapse of time or both) any obligation under, or result in the imposition or creation of any Encumbrances upon Encumbrance against any material asset or property owned, licensed or leased by Buyer, or (c) contravene, conflict with or result in a violation of Law or Order to which Buyer or any of the assets of owned, licensed or leased by Buyer are subject, except, in each of the Company and the Subsidiary pursuant to, any Contract clauses (as defined in Section 4.15b) to which the Company or the Subsidiary is a party or by which the Company or the Subsidiary is bound, through (c) violate ), for such contraventions, conflicts, impositions and violations which , individually or conflict with any Legal Requirement applicable in the aggregate, do not have a material adverse effect on Buyer's ability to either perform its obligations under this Agreement. Schedule 3.2 lists, as of the Company or the Subsidiary or any of its properties or assets or any other material restriction of any kind or character to which it is subject, or (d) require any authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any Government Authority, except as set forth on Schedule 4.10. The Company has received, or will receive prior to the Closingdate hereof, all necessary approvals from its Board of Directors material Approvals and shareholders ------------ Permits required to be obtained by Buyer to consummate the Mergertransactions contemplated by this Agreement, other than those which have already been obtained. This Agreement has been duly executed Except for the Approvals and delivered Permits identified on Schedule 3.2 as ------------ requiring that certain actions be taken by the Company, and at the Closing the Agreement of Mergeror with respect to a third party or Governmental Entity, the Articles execution, delivery and performance of Merger, and the Escrow Agreement, will be duly executed and delivered by the Company, and, assuming the due execution and delivery hereof and thereof by SM&A and Newco, respectively, this Agreement constitutesby Buyer will not require any material filing or registration with, and or the Agreement issuance of Mergerany material Approval or Permit by, the Articles of Merger, and the Escrow Agreement, will constitute, the legal, valid and binding obligation of the Company, enforceable against it in accordance with their terms, except as enforceability hereof and thereof may be limited by applicable bankruptcy, insolvency, moratorium any third party or similar laws affecting creditors' rights generally and by the exercise of judicial discretion in accordance with equitable principlesGovernmental Entity.
Appears in 1 contract
Sources: Stock Purchase Agreement (Advanced Micro Devices Inc)
Authorization; No Conflicts. The Company execution, delivery and --------------------------- performance of this Agreement by Buyer has been duly and validly authorized by the full legal rightBoard of Directors of Buyer and by all other necessary corporate action on the part of Buyer and its Affiliates. This Agreement constitutes the legal, power valid and authority binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to enter into this Agreement, the Agreement of Merger, the Articles of Merger and the Escrow Agreement, and to perform the transactions contemplated herein and thereinor limiting creditors' rights generally. The execution, delivery and performance of this Agreement, the Agreement of Merger, the Articles of Merger, and the Escrow Agreement, and the consummation of the transactions contemplated hereby and thereby do not and by Buyer will not (a) violate violate, or conflict with constitute a breach or default (whether upon lapse of time and/or the occurrence of any provision act or event or otherwise) under, the charter documents or by-laws of each of the Company's and Subsidiary's Articles of Incorporation or BylawsBuyer, (b) violate or conflict with any provision of, or be an event that is (or with the passage of time will result in) a default or violation of, or result in the modification, cancellation or acceleration of (whether after the giving of notice or lapse of time or both) any obligation under, or result in the imposition or creation of any Encumbrances upon Encumbrance against any material asset or property of the assets of each of the Company and the Subsidiary pursuant toBuyer, any Contract (as defined in Section 4.15) to which the Company or the Subsidiary is a party or by which the Company or the Subsidiary is bound, (c) violate or conflict with any Legal Requirement applicable Law, the violation of which has a material adverse effect on Buyer's ability to either perform its obligations under this Agreement. Schedule 3.2 lists, as of the Company or the Subsidiary or any of its properties or assets or any other date hereof, ------------ all material restriction of any kind or character Approvals and Permits required to which it is subject, or (d) require any authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any Government Authority, except as set forth on Schedule 4.10. The Company has received, or will receive prior to the Closing, all necessary approvals from its Board of Directors and shareholders be obtained by Buyer to consummate the Mergerpurchase and sale of the Stock. This Agreement has been duly executed and delivered Except for matters identified on Schedule 3.2 as requiring that certain actions be taken by the Company, and at the Closing the Agreement of Mergeror with respect to a ------------ third party or Governmental Entity, the Articles execution, delivery and performance of Merger, and the Escrow Agreement, will be duly executed and delivered by the Company, and, assuming the due execution and delivery hereof and thereof by SM&A and Newco, respectively, this Agreement constitutesby Buyer will not require any material filing or registration with, and or the Agreement issuance of Mergerany material Approval or Permit by, the Articles of Merger, and the Escrow Agreement, will constitute, the legal, valid and binding obligation of the Company, enforceable against it in accordance with their terms, except as enforceability hereof and thereof may be limited by applicable bankruptcy, insolvency, moratorium any third party or similar laws affecting creditors' rights generally and by the exercise of judicial discretion in accordance with equitable principlesGovernmental Entity.
Appears in 1 contract
Authorization; No Conflicts. The All corporate action on the part of the --------------------------- Company has necessary for the full legal rightauthorization, power and authority to enter into this Agreement, the Agreement of Merger, the Articles of Merger and the Escrow Agreement, and to perform the transactions contemplated herein and therein. The execution, delivery and performance by the Company of this Agreement, the Agreement of Merger, the Articles of Merger, and the Escrow Agreement, and the consummation of the transactions contemplated hereby and thereby do not and will not (a) violate or conflict with any provision of each of the Company's and Subsidiary's Articles of Incorporation or Bylaws, (b) violate or conflict with any provision of, or be an event that is (or with the passage of time will result in) a default or violation of, or result in the modification, cancellation or acceleration of (whether after the giving of notice or lapse of time or both) any obligation under, or result in the imposition or creation of any Encumbrances upon any of the assets of each of the Company and the Subsidiary pursuant to, any Contract (as defined in Section 4.15) to which the Company or the Subsidiary is a party or by which the Company or the Subsidiary is bound, (c) violate or conflict with any Legal Requirement applicable to either the Company or the Subsidiary or any of its properties or assets or any other material restriction of any kind or character to which it is subject, or (d) require any authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any Government Authority, except as set forth on Schedule 4.10. The Company herein has received, or will receive prior to the Closing, all necessary approvals from its Board of Directors and shareholders to consummate the Mergerbeen taken. This Agreement has been duly executed and delivered by is the Company, and at the Closing the Agreement of Merger, the Articles of Merger, and the Escrow Agreement, will be duly executed and delivered by the Company, and, assuming the due execution and delivery hereof and thereof by SM&A and Newco, respectively, this Agreement constitutes, and the Agreement of Merger, the Articles of Merger, and the Escrow Agreement, will constitute, the legal, valid and binding obligation of the Company, enforceable against it in accordance with their its terms. Except as specified in Schedule 4.5, the execution, delivery and performance by the ------------ Company of this Agreement will not, assuming the truth and accuracy of each of the Purchasers' representations and warranties set forth in Section 5 hereof, result in any violation of and will not conflict with, or result in a breach of any of the terms of or loss of benefit under, or permit the acceleration of any obligation under, or constitute a default under, any provision of federal or state law to which the Company is subject, the Company's Certificate of Incorporation, the Company's By-Laws or any agreement or instrument to which the Company is a party or by which it or any of its properties is bound or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company pursuant to any such term, except where such violation, conflict, breach, default, loss or acceleration would not have a material adverse effect, individually or in the aggregate, on the Condition of the Company. Except as enforceability hereof specified in Schedule 4.5, no shareholder of the Company has any preemptive ------------ rights or rights of first refusal by reason of the issuance of the Shares which rights have not been duly waived. The Shares, when issued in compliance with the provisions of this Agreement, will be validly issued, fully paid and thereof may nonassessable, will be limited by free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable bankruptcyfederal and state securities laws, insolvencyand will be free of any liens or encumbrances other than as set forth in this Agreement. The shares of Common Stock issuable upon conversion of the Shares have been duly and validly reserved and are not subject to any preemptive rights or rights of first refusal and, moratorium or similar laws affecting creditors' rights generally and by the exercise of judicial discretion upon issuance in accordance with equitable principlesthe Certificate of Designation, will be validly issued, fully paid and nonassessable.
Appears in 1 contract
Sources: Series F Preferred Stock Purchase Agreement (Jetfax Inc)
Authorization; No Conflicts. The Company has the full legal right, power and authority to enter into this Agreement, the Agreement of Merger, the Articles of Merger and the Escrow Agreement, and to perform the transactions contemplated herein and therein. The execution, delivery and performance by each Seller of this AgreementAgreement and the Related Agreements to which such Person is a Party has been duly and validly authorized by the respective Boards of Directors of each Seller and by all other necessary corporate action on the part of each Seller. This Agreement and, when executed, the Agreement of Merger, the Articles of Merger, and the Escrow Agreement, and the consummation of the transactions contemplated hereby and thereby do not and will not (a) violate or conflict with any provision of each of the Company's and Subsidiary's Articles of Incorporation or Bylaws, (b) violate or conflict with any provision of, or be an event that is (or with the passage of time will result in) a default or violation of, or result in the modification, cancellation or acceleration of (whether after the giving of notice or lapse of time or both) any obligation under, or result in the imposition or creation of any Encumbrances upon any of the assets of each of the Company and the Subsidiary pursuant to, any Contract (as defined in Section 4.15) to which the Company or the Subsidiary is a party or by which the Company or the Subsidiary is bound, (c) violate or conflict with any Legal Requirement applicable to either the Company or the Subsidiary or any of its properties or assets or any other material restriction of any kind or character to which it is subject, or (d) require any authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any Government Authority, except as set forth on Schedule 4.10. The Company has receivedRelated Agreements constitute, or will receive prior to the Closing, all necessary approvals from its Board of Directors and shareholders to consummate the Merger. This Agreement has been duly executed and delivered by the Company, and at the Closing the Agreement of Merger, the Articles of Merger, and the Escrow Agreement, will be duly executed and delivered by the Company, and, assuming the due execution and delivery hereof and thereof by SM&A and Newco, respectively, this Agreement constitutes, and the Agreement of Merger, the Articles of Merger, and the Escrow Agreement, will constitute, the legal, legally valid and binding obligation obligations of the Companyeach Seller, as applicable, enforceable against it each Seller and the Company in accordance with their terms, except as enforceability hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or and other similar laws affecting and equitable principles relating to or limiting creditors' rights generally generally. Except as set forth on Schedule 3.1(h), the execution, delivery and performance by each Seller of this Agreement and the Related Agreements to which such Person is a party will not (i) violate the charter documents or by-laws of any Seller, (ii) result in the imposition of any Encumbrance against any assets or properties of the Company or any of its Subsidiaries or (iii) violate any Law, except in the case of clause (ii) or (iii) for any such violations or impositions as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect, and excluding any filings or approvals required under the Har▇-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇t. Except for (i) matters identified in Schedule 3.1(h), (ii) any filings or approvals required under the Har▇-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇t and (iii) any consents required in connection with Contracts, which consents are identified in Schedule 3.1(e) or excluded therefrom based on the fact that a Contract is not a Material Contract, the execution, delivery and performance by each Seller of this Agreement and the Related Agreements to which such Person is a party will not require any Approvals or consents of third parties to be obtained or give rise to any rights of termination of any Material Contract, except for any such Approvals, consents of third parties or rights of termination the failure of which to receive would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect or have a material adverse effect on the ability of Sellers to consummate the transactions contemplated by this Agreement. STOCK PURCHASE AGREEMENT 16 22
(i) LEGAL PROCEEDINGS. Except as set forth on Schedule 3.1(i) or as reserved on the May 31, 2001 balance sheet referred to in Section 3.1(c)(1), there is no Order or Action pending or, to the knowledge of Sellers, threatened in writing against or affecting the Company or any of its Subsidiaries that (i) involves a claim or potential claim of liability in excess of $250,000 against or negatively affecting the Company or any of its Subsidiaries or any of their respective properties or assets, (ii) enjoins or seeks to enjoin any significant activity by the exercise Company or any of judicial discretion its Subsidiaries if such injunction constitutes, or if entered would be reasonably expected to have, individually or in accordance the aggregate, a Material Adverse Effect or (iii) individually or when aggregated with equitable principlesone or more other Orders or Actions has had or would reasonably be expected to have a material adverse effect on Sellers' ability to perform this Agreement.
Appears in 1 contract
Sources: Stock Purchase Agreement (Affiliated Computer Services Inc)
Authorization; No Conflicts. The Company has the full legal right, power and authority to enter into this Agreement, the Agreement of Merger, the Articles of Merger and the Escrow Agreement, and to perform the transactions contemplated herein and therein. The execution, delivery and performance of this Agreement, Agreement and any related agreements by the Agreement Sellers has been duly and validly authorized by the Boards of Merger, the Articles of Merger, and the Escrow Agreement, and the consummation Directors of the transactions contemplated hereby Sellers and thereby do not by all other necessary corporate action on the part of the Sellers. This Agreement and will not (a) violate or conflict with any provision of each of the Company's related agreements constitutes the legally valid and Subsidiary's Articles binding obligations of Incorporation the Sellers, enforceable against the Sellers in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or Bylawslimiting creditors rights generally. Except as disclosed on Schedule 4.2, (b) violate the execution, delivery and performance of this Agreement by the Sellers and the execution, delivery and performance of any related agreements or conflict with any provision ofcontemplated transactions by the Sellers will not violate, or be an event that is (constitute a breach or with the passage of time will result in) a default or violation of, or result in the modification, cancellation or acceleration of (whether after the giving of notice or upon lapse of time and/or the occurrence of any act or bothevent or otherwise) any obligation under, the charter documents or bylaws of the Sellers or any Material Contract of the Sellers, result in the imposition or creation of any Encumbrances upon Encumbrance against any asset or properties of the Sellers or any of the assets of Purchased Assets, or violate any Law. Schedule 4.2 lists all Permits and Approvals required to be obtained by each of the Company and the Subsidiary pursuant to, any Contract (as defined in Section 4.15) to which the Company or the Subsidiary is a party or by which the Company or the Subsidiary is bound, (c) violate or conflict with any Legal Requirement applicable to either the Company or the Subsidiary or any of its properties or assets or any other material restriction of any kind or character to which it is subject, or (d) require any authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any Government Authority, except as set forth on Schedule 4.10. The Company has received, or will receive prior to the Closing, all necessary approvals from its Board of Directors and shareholders Sellers to consummate the Mergertransactions contemplated by this Agreement. This Agreement has been duly executed and delivered Except for matters identified in Schedule 4.2 as requiring that certain actions be taken by the Company, and at the Closing the Agreement of Mergeror with respect to a third party or Governmental Entity, the Articles of Merger, and the Escrow Agreement, will be duly executed and delivered by the Company, and, assuming the due execution and delivery hereof and thereof by SM&A and Newco, respectively, of this Agreement constitutes, by the Sellers and the performance of this Agreement of Merger, the Articles of Merger, and the Escrow Agreement, will constitute, the legal, valid and binding obligation of the Company, enforceable against it in accordance with their terms, except as enforceability hereof and thereof may be limited by applicable bankruptcy, insolvency, moratorium any related or similar laws affecting creditors' rights generally and contemplated transactions by the exercise Sellers will not require filing or regis tration with, or the issuance of judicial discretion in accordance with equitable principlesany Permit by, any other third party or Governmental Entity.
Appears in 1 contract