Common use of AUTHORIZATION; NON-CONTRAVENTION; APPROVALS Clause in Contracts

AUTHORIZATION; NON-CONTRAVENTION; APPROVALS. (a) Each of Quanta and Newco has the full legal right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement has been approved by the boards of directors of Quanta and Newco and Quanta, as the sole stockholder of Newco. No additional corporate proceedings on the part of Quanta or Newco are necessary to authorize the execution and delivery of this Agreement and the consummation by Quanta and Newco of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Quanta and Newco, and, assuming the due authorization, execution and delivery by each Company and the Stockholders, constitutes valid and binding agreements of Quanta and Newco, enforceable against Quanta and Newco in accordance with its terms. (b) The execution and delivery of this Agreement by Quanta and Newco do not, and the consummation by Quanta and Newco of the transactions contemplated hereby will not, violate or result in a breach of any provision of, or constitute a default (or an event which, with 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 any of the terms, conditions or provisions of (i) the Certificate of Incorporation or By- Laws of Quanta or Newco, (ii) any Law applicable to either Quanta or Newco or any of its properties or assets or (iii) any material note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which Quanta or Newco is now a party or by which either Quanta or Newco or any of its properties or assets may be bound or affected. (c) Except for the Merger Filings and such filings as may be required under federal or state securities Laws, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery of this Agreement by Quanta and Newco or the consummation by Quanta and Newco of the transactions contemplated hereby.

AUTHORIZATION; NON-CONTRAVENTION; APPROVALS. (a) Each of Quanta Company has the requisite power and Newco authority to enter into this Agreement and to effect the Merger or Stock Purchase, as appropriate. Each Stockholder has the full legal right, power and authority to enter into this Agreement and to consummate the transactions contemplated herebyAgreement. The execution, delivery and performance of this Agreement has have been approved by the boards board of directors of Quanta each Company and Newco and Quanta, as by the sole stockholder of NewcoStockholders. No additional corporate proceedings on the part of Quanta or Newco are any Company is necessary to authorize the execution and delivery of this Agreement and the consummation by Quanta and Newco each Company of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Quanta each Company and Newcothe Stockholders, and, assuming the due authorization, execution and delivery hereof by each Company and the Stockholders, constitutes valid and binding agreements of Quanta and Newco, constitutes a valid and binding agreement of each Company and each Stockholder, enforceable against Quanta and Newco each of them in accordance with its terms. (b) The execution and delivery of this Agreement by Quanta each Company and Newco the Stockholders do not, and the consummation by Quanta each Company and Newco the Stockholders of the transactions contemplated hereby will not, violate or result in a breach of any provision of, or constitute a default (or an event which, with 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, or result in the creation of any Encumbrance upon any of the properties or assets of any Company under any of the terms, conditions or provisions of of, (i) the Certificate Articles of Incorporation or By- Laws Bylaws of Quanta or Newcoeach Company, (ii) any Law Laws applicable to either Quanta the Stockholders or Newco any Company or any of its properties or assets assets, or (iii) except as set forth in Schedule 5.2, any material note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which Quanta any Stockholder or Newco any Company is now a party or by which either Quanta or Newco any Company or any of its properties or assets may be bound or affected. (c) Except for the Merger Filings and such filings as may be required under federal or state securities Lawsset forth in Schedule 5.2, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any Governmental Authority or third party is necessary for the execution and delivery of this Agreement by Quanta the Companies and Newco the Stockholders or the consummation by Quanta each Company and Newco the Stockholders of the transactions contemplated hereby. Except as set forth in Schedule 5.2, none of the contracts or agreements with Material Customers or contracts providing for purchases or services individually in excess of $100,000, or in the aggregate in excess of $200,000, or other material agreements, licenses or permits to which any Company is a party requires notice to, or the consent or approval of, any third party for the execution and delivery of this Agreement by any Company and the Stockholders and the consummation of the transactions contemplated hereby.

AUTHORIZATION; NON-CONTRAVENTION; APPROVALS. (a) Each of Quanta and Newco has the full legal right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement has been approved by the boards of directors of Quanta and Newco and Quanta, as the sole stockholder of Newco. No additional corporate proceedings on the part of Quanta or Newco are necessary to authorize the execution and delivery of this Agreement and the consummation by Quanta and Newco of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Quanta and Newco, and, assuming the due authorization, execution and delivery by each the Company and the Stockholders, constitutes valid and binding agreements of Quanta and Newco, enforceable against Quanta and Newco in accordance with its terms. (b) The execution and delivery of this Agreement by Quanta and Newco do not, and the consummation by Quanta and Newco of the transactions contemplated hereby will not, violate or result in a breach of any provision of, or constitute a default (or an event which, with 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 any of the terms, conditions or provisions of (i) the Certificate of Incorporation or By- By-Laws of Quanta or Newco, (ii) any Law applicable to either Quanta or Newco or any of its properties or assets or (iii) any material note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which Quanta or Newco is now a party or by which either Quanta or Newco or any of its properties or assets may be bound or affected. (c) Except for the Merger Filings and such filings as may be required under federal or state securities Laws, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery of this Agreement by Quanta and Newco or the consummation by Quanta and Newco of the transactions contemplated hereby.

AUTHORIZATION; NON-CONTRAVENTION; APPROVALS. (a) Each of Quanta and Newco has the full legal right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement has been approved by the boards of directors of Quanta and Newco and Quanta, as the sole stockholder of Newco. No additional corporate proceedings on the part of Quanta or Newco are necessary to authorize the execution and delivery of this Agreement and the consummation by Quanta and Newco of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Quanta and Newco, and, assuming the due authorization, execution and delivery by each the Company and the Stockholders, constitutes valid and binding agreements of Quanta and Newco, enforceable against Quanta and Newco in accordance with its terms. (b) The execution and delivery of this Agreement by Quanta and Newco do not, and the consummation by Quanta and Newco of the transactions contemplated hereby will not, violate or result in a breach of any provision of, or constitute a default (or an event which, with 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 any of the terms, conditions or provisions of (i) the Certificate of Incorporation Organization or By- By-Laws of Quanta or Newco, (ii) any Law applicable to either Quanta or Newco or any of its properties or assets or (iii) any material note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which Quanta or Newco is now a party or by which either Quanta or Newco or any of its properties or assets may be bound or affected. (c) Except for the Merger Filings and such filings as may be required under federal or state securities Laws, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery of this Agreement by Quanta and Newco or the consummation by Quanta and Newco of the transactions contemplated hereby.

AUTHORIZATION; NON-CONTRAVENTION; APPROVALS. (a) Each of Quanta BVI and Newco has the full legal right, requisite power and authority to enter into this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement has been approved by the boards of directors of Quanta BVI and Newco Newco, and QuantaBVI, as the sole stockholder of Newco. No additional corporate proceedings on the part of Quanta BVI or Newco are necessary to authorize the execution and delivery of this Agreement and the consummation by Quanta BVI and Newco of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Quanta BVI and Newco, and, assuming the due authorization, execution and delivery by each the Company and the Stockholders, constitutes valid and binding agreements of Quanta BVI and Newco, enforceable against Quanta BVI and Newco in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors' rights or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law.). (b) The execution and delivery of this Agreement by Quanta BVI and Newco do not, and the consummation by Quanta BVI and Newco of the transactions contemplated hereby will not, conflict, violate or result in a breach of any provision of, or constitute a default (or an event which, with 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 any of the terms, conditions or provisions of (i) the Certificate Articles of Incorporation or By- By-Laws of Quanta BVI or Newco, (ii) any Law applicable to either Quanta BVI or Newco or any of its properties or assets or (iii) any material note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which Quanta BVI or Newco is now a party or by which either Quanta BVI or Newco or any of its their properties or assets may be bound or affected. (c) Except for the Merger Filings Filing and such filings as may be are required under federal or state securities Laws, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any Governmental Authority Authority, court or other third party is necessary for the execution and delivery of this Agreement by Quanta BVI and Newco or the performance of and consummation by Quanta BVI and Newco of the transactions contemplated hereby.

AUTHORIZATION; NON-CONTRAVENTION; APPROVALS. (a) Each of Quanta CDR, CDRHC, CDRNW and Newco CDRSW has the requisite power and authority to enter into this Agreement and to effect the transactions contemplated hereby. Each Stockholder has the full legal right, power and authority to enter into this Agreement and to consummate the transactions contemplated herebyAgreement. The execution, delivery and performance of this Agreement has have been approved by all requisite action by each of CDR, CDRHC, CDRNW and CDRSW and by the boards of directors of Quanta and Newco and Quanta, as the sole stockholder of NewcoStockholders. No additional corporate proceedings on the part of Quanta or Newco any of CDR, CDRHC, CDRNW and CDRSW are necessary to authorize the execution and delivery of this Agreement and the consummation by Quanta each of CDR, CDRHC, CDRNW and Newco CDRSW of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Quanta each of CDR, CDRHC, CDRNW and NewcoCDRSW and each Stockholder, and, assuming the due authorization, execution and delivery hereof by each Company PalEx and the StockholdersNewco, constitutes a valid and binding agreements agreement of Quanta each of CDR, CDRHC, CDRNW and NewcoCDRSW and each Stockholder, enforceable against Quanta and Newco each such party in accordance with its terms. (b) The Except as set forth on SCHEDULE 3.2, the execution and delivery of this Agreement by Quanta the Company and Newco the Stockholders do not, and the consummation by Quanta the Company and Newco the Stockholders of the transactions contemplated hereby by this Agreement will not, violate or result in a breach of any provision of, or constitute a default (or an event which, with 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, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under any of the terms, conditions or provisions of of, (i) the Certificate organizational or charter documents of Incorporation or By- Laws of Quanta or Newcothe Company, (ii) any Law statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority applicable to either Quanta or Newco the Company or any of its properties or assets or either Stockholder, or (iii) any material agreement or any note, bond, mortgage, indenture, deed of trust, licensePermit, franchise, permit, concession, contract, material lease or other material instrument, obligation or agreement of any kind to which Quanta the Company or Newco either Stockholder is now a party or by which either Quanta or Newco the Company or any of its properties or assets may be bound or affected. (c) Except for the Merger Filings and such filings as may be required under federal or state securities Lawsset forth on SCHEDULE 3.2, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any Governmental Authority governmental or regulatory body or authority is necessary for the execution and delivery of this Agreement by Quanta and Newco the Company or either Stockholder or the consummation by Quanta and Newco the Company or either Stockholder of the transactions contemplated hereby. Except as set forth on SCHEDULE 3.2, none of the customer contracts providing for purchases individually in excess of $50,000, or in the aggregate in excess of $100,000, or other material agreements to which the Company is a party requires notice to, or the consent or approval of, any third party for the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated by this Agreement.

AUTHORIZATION; NON-CONTRAVENTION; APPROVALS. (a) Each of Quanta and Newco has the full legal right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement has been approved by the boards of directors of Quanta and Newco and by Quanta, as the sole stockholder of Newco. No additional corporate proceedings on the part of Quanta or Newco are necessary to authorize the execution and delivery of this Agreement and the consummation by Quanta and Newco of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Quanta and Newco, and, assuming the due authorization, execution and delivery by each the Company and the StockholdersStockholder, constitutes valid and binding agreements of Quanta and Newco, enforceable against Quanta and Newco in accordance with its terms. (b) The execution and delivery of this Agreement by Quanta and Newco do not, and the consummation by Quanta and Newco of the transactions contemplated hereby will not, violate or result in a breach of any provision of, or constitute a default (or an event which, with 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 any of the terms, conditions or provisions of (i) the Certificate of Incorporation or By- By-Laws of Quanta or Newco, (ii) any Law applicable to either Quanta or Newco or any of its properties or assets or (iii) any material note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which Quanta or Newco is now a party or by which either Quanta or Newco or any of its properties or assets may be bound or affected. (c) Except for the Merger Filings and such filings as may be required under federal or state securities Laws, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery of this Agreement by Quanta and Newco or the consummation by Quanta and Newco of the transactions contemplated hereby.

AUTHORIZATION; NON-CONTRAVENTION; APPROVALS. (a) Each of Quanta BVI and Newco has the full legal right, requisite power and authority to enter into this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement has been approved by the boards of directors of Quanta BVI and Newco Newco, and QuantaBVI, as the sole stockholder of Newco. No additional corporate proceedings on the part of Quanta BVI or Newco are necessary to authorize the execution and delivery of this Agreement and the consummation by Quanta BVI and Newco of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Quanta BVI and Newco, and, assuming the due authorization, execution and delivery by each the Company and the StockholdersStockholder, constitutes valid and binding agreements of Quanta BVI and Newco, enforceable against Quanta BVI and Newco in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors' rights or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) The execution and delivery of this Agreement by Quanta BVI and Newco do not, and the consummation by Quanta BVI and Newco of the transactions contemplated hereby will not, conflict, violate or result in a breach of any provision of, or constitute a default (or an event which, with 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 any of the terms, conditions or provisions of (i) the Certificate Articles of Incorporation or By- By-Laws of Quanta BVI or Newco, (ii) any Law applicable to either Quanta BVI or Newco or any of its properties or assets or (iii) any material note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which Quanta BVI or Newco is now a party or by which either Quanta BVI or Newco or any of its their properties or assets may be bound or affected. (c) Except for the Merger Filings and such filings as may be are required under federal or state securities Laws, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any Governmental Authority Authority, court or other third party is necessary for the execution and delivery of this Agreement by Quanta BVI and Newco or the performance of and consummation by Quanta BVI and Newco of the transactions contemplated hereby.