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

AUTHORIZATION; NON-CONTRAVENTION; APPROVALS. (a) Each of U.S. Concrete and Newco has the full legal right, power and authority to enter into this Agreement and the ancillary documents and agreements described herein and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement has been approved by the boards of directors of U.S. Concrete and Newco and by U.S. Concrete, as the sole stockholder of Newco. No additional corporate or shareholder proceedings on the part of U.S. Concrete or Newco are necessary to authorize the execution and delivery of this Agreement and the consummation by U.S. Concrete and Newco of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by U.S. Concrete and Newco, and, assuming the due authorization, execution and delivery by the Company and the Stockholders, constitutes valid and binding agreements of U.S. Concrete and Newco, enforceable against U.S. Concrete and Newco in accordance with its terms. (b) The execution and delivery of this Agreement by U.S. Concrete and Newco do not, and the consummation by U.S. Concrete 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 U.S. Concrete or Newco, (ii) any Law applicable to either U.S. Concrete or Newco or any of its properties or assets or (iii) any material agreement, note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which U.S. Concrete or Newco is now a party or by which either U.S. Concrete 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 or other person or entity is necessary for the execution and delivery of this Agreement by U.S. Concrete and Newco or the consummation by U.S. Concrete and Newco of the transactions contemplated hereby.

AUTHORIZATION; NON-CONTRAVENTION; APPROVALS. (a) Each of U.S. Concrete and Newco has the full legal right, power and authority to enter into this Agreement and the ancillary documents and agreements described herein and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement has been approved by the boards board of directors of U.S. Concrete and Newco and by U.S. Concrete, as the sole stockholder of Newco. No additional corporate or shareholder proceedings on the part of U.S. Concrete or Newco are necessary to authorize the execution and delivery of this Agreement and the consummation by U.S. Concrete and Newco of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by U.S. Concrete and NewcoConcrete, and, assuming the due authorization, execution and delivery by the each Company and the Stockholders, constitutes a valid and binding agreements agreement of U.S. Concrete and NewcoConcrete, enforceable against U.S. Concrete and Newco in accordance with its terms, subject to (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to the enforcement of creditors' rights generally and (b) general equitable principles. (b) The execution and delivery of this Agreement by U.S. Concrete and Newco do does not, and the consummation by U.S. Concrete 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 U.S. Concrete or NewcoConcrete, (ii) any Law applicable to either U.S. Concrete or Newco or any of its properties or assets or (iii) any material agreement, note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which U.S. Concrete or Newco is now a party or by which either U.S. Concrete 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 or other person or entity is necessary for the execution and delivery of this Agreement by U.S. Concrete and Newco or the consummation by U.S. Concrete and Newco of the transactions contemplated hereby.

AUTHORIZATION; NON-CONTRAVENTION; APPROVALS. (a) Each of U.S. Concrete and Newco the Sellers has the full legal right, requisite corporate power and authority to enter into execute, deliver and perform this Agreement and the ancillary documents and agreements described herein and to consummate effect the transactions contemplated herebyby this Agreement. Stockholder has the full legal right, power and authority to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement has and the transactions contemplated hereby have been approved by the boards board of directors of U.S. Concrete and Newco each of the Sellers and by U.S. Concrete, as the sole stockholder of NewcoStockholder. No additional corporate or shareholder other proceedings on the part of U.S. Concrete either of the Sellers or Newco Stockholder are necessary to authorize the execution and delivery of this Agreement and the consummation by U.S. Concrete each of the Sellers and Newco Stockholder of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by U.S. Concrete each of the Sellers and Newco, Stockholder and, assuming the due authorization, execution and delivery hereof by the Company U.S. Concrete and the Stockholders, Buyer constitutes a valid and binding agreements agreement of U.S. Concrete each of the Sellers and NewcoStockholder, enforceable against U.S. Concrete and Newco each of them in accordance with its terms. (b) The execution execution, delivery and delivery performance of this Agreement by U.S. Concrete each of the Sellers and Newco do Stockholder does not, and the consummation by U.S. Concrete each of the Sellers and Newco Stockholder 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 creation of any Encumbrance upon any of the performance required by, or result in a right of termination or acceleration Assets under any of the terms, conditions or provisions of of, (i) the Certificate Articles of Incorporation or By-Laws and Bylaws of U.S. Concrete or Newcoeither of the Sellers, (ii) any Law applicable to Stockholder or either U.S. Concrete or Newco of the Sellers or any of its properties the Assets of Stockholder or assets either of the Sellers, or (iii) any material agreement, note, bond, mortgage, indenture, deed of trust, license, franchise, permitPermit (hereinafter defined), concession, contract, lease or other instrument, obligation or agreement of any kind to which U.S. Concrete Stockholder or Newco is either of the Sellers as it relates to the Assets are now a party or by which either U.S. Concrete or Newco of the Sellers or any of its properties or assets the 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 5.02, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any Governmental Authority or other person or entity third party is necessary for the execution and delivery of this Agreement by U.S. Concrete either of the Sellers and Newco Stockholder or the consummation by U.S. Concrete either of the Sellers and Newco Stockholder of the transactions contemplated hereby. Except as set forth in Schedule 5.02, none of the contracts or agreements with Material Customers (hereinafter defined) or Operating Agreements or Permits requires notice to, or the consent or approval of, any Governmental Authority or other third party for the execution, delivery or performance of this Agreement by either of the Sellers and Stockholder or to any of the transactions contemplated hereby to remain in full force and effect following such transaction.

AUTHORIZATION; NON-CONTRAVENTION; APPROVALS. (a) Each of U.S. Concrete and Newco has the full legal right, power and authority to enter into this Agreement and the ancillary documents and agreements described herein and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement has been approved by the boards of directors of U.S. Concrete and Newco and by U.S. Concrete, as the sole stockholder of NewcoBuyer. No additional corporate or shareholder proceedings on the part of U.S. Concrete or Newco Buyer are necessary to authorize the execution and delivery of this Agreement and the consummation by U.S. Concrete and Newco Buyer of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by U.S. Concrete and NewcoBuyer, and, assuming the due authorization, execution and delivery by the Company and the Stockholders, constitutes valid and binding agreements of U.S. Concrete and NewcoBuyer, enforceable against U.S. Concrete and Newco Buyer in accordance with its terms. (b) The execution and delivery of this Agreement by U.S. Concrete and Newco Buyer do not, and the consummation by U.S. Concrete and Newco Buyer 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 U.S. Concrete or NewcoBuyer, (ii) any Law applicable to either U.S. Concrete or Newco Buyer or any of its properties or assets or (iii) any material agreement, note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which U.S. Concrete or Newco Buyer is now a party or by which either U.S. Concrete or Newco Buyer 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 or other person or entity is necessary for the execution and delivery of this Agreement by U.S. Concrete and Newco Buyer or the consummation by U.S. Concrete and Newco Buyer of the transactions contemplated hereby.

AUTHORIZATION; NON-CONTRAVENTION; APPROVALS. (a) Each of U.S. Concrete and Newco has the full legal right, power and authority to enter into this Agreement and the ancillary documents and agreements described herein and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement has been approved by the boards of directors of U.S. Concrete and Newco and by U.S. Concrete, as the sole stockholder of Newco. No additional corporate or shareholder proceedings on the part of U.S. Concrete or Newco are necessary to authorize the execution and delivery of this Agreement and the consummation by U.S. Concrete and Newco of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by U.S. Concrete and Newco, and, assuming the due authorization, execution and delivery by the Company and the Stockholders, constitutes valid and binding agreements of U.S. Concrete and Newco, enforceable against U.S. Concrete and Newco in accordance with its terms. (b) The execution and delivery of this Agreement by U.S. Concrete and Newco do not, and the consummation by U.S. Concrete 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 U.S. Concrete or Newco, (ii) any Law applicable to either U.S. Concrete or Newco or any of its properties or assets or (iii) any material agreement, note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which U.S. Concrete or Newco is now a party or by which either U.S. Concrete 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 or other person or entity is necessary for the execution and delivery of this Agreement by U.S. Concrete and Newco or the consummation by U.S. Concrete and Newco of the transactions contemplated hereby.

AUTHORIZATION; NON-CONTRAVENTION; APPROVALS. (a) Each of U.S. Concrete and Newco has the full legal right, power and authority to enter into this Agreement and the ancillary documents and agreements described herein and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement has been approved by the boards of directors of U.S. Concrete and Newco and by U.S. Concrete, as the sole stockholder of Newco. No additional corporate or shareholder proceedings on the part of U.S. Concrete or Newco are necessary to authorize the execution and delivery of this Agreement and the consummation by U.S. Concrete and Newco of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by U.S. Concrete and Newco, and, assuming the due authorization, execution and delivery by the Company and the Stockholders, constitutes valid and binding agreements of U.S. Concrete and Newco, enforceable against U.S. Concrete and Newco in accordance with its terms. (b) The execution and delivery of this Agreement by U.S. Concrete and Newco do not, and the consummation by U.S. Concrete 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 Bylaws of U.S. Concrete or Newco, (ii) any Law applicable to either U.S. Concrete or Newco or any of its properties or assets or (iii) any material agreement, note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which U.S. Concrete or Newco is now a party or by which either U.S. Concrete 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 or other person or entity is necessary for the execution and delivery of this Agreement by U.S. Concrete and Newco or the consummation by U.S. Concrete and Newco of the transactions contemplated hereby.

AUTHORIZATION; NON-CONTRAVENTION; APPROVALS. (a) Each of U.S. Concrete and Newco Company has the full legal right, all requisite corporate or other organizational power and authority to enter into execute, deliver and perform this Agreement and the ancillary documents and agreements described herein herein. Each Shareholder has all requisite legal right, power and authority to consummate the transactions contemplated herebyexecute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement has and the transactions contemplated hereby have been duly approved by the boards board of directors or similar governing body of U.S. Concrete each Acquired Entity and Newco and by U.S. Concrete, as the sole stockholder of Newcoeach Shareholder. No additional corporate or shareholder other proceedings on the part of U.S. Concrete any Acquired Entity or Newco Shareholders are necessary to authorize the execution and delivery of this Agreement and the consummation by U.S. Concrete and Newco of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by U.S. Concrete each of the Companies and Newco, each Shareholder and, assuming the due authorization, execution and delivery hereof by the Company and the StockholdersBuyer, constitutes a valid and binding agreements agreement of U.S. Concrete each or the Companies and NewcoShareholders, enforceable against U.S. Concrete and Newco each of them in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (b) The execution execution, delivery and delivery performance of this Agreement by U.S. Concrete each Company and Newco each Shareholder do not, and the consummation by U.S. Concrete each Company and Newco each Shareholder 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 Acquired Entity or the Acquired Business under any of the terms, conditions or provisions of of, (i) the Certificate organizational documents of Incorporation or By-Laws of U.S. Concrete or Newcoany Acquired Entity, (ii) any Law applicable to either U.S. Concrete Shareholders, any Acquired Entity or Newco the Acquired Business or any of its the properties or assets of Shareholders, any Acquired Entity or the Acquired Business, or (iii) except as set forth in Schedule 5.02, any material agreement, note, bond, mortgage, indenture, deed of trust, license, franchise, permitPermit (hereinafter defined), concession, contract, lease or other instrument, obligation or agreement of any kind to which U.S. Concrete either Shareholder, any Acquired Entity or Newco the Acquired Business is now a party or by which either U.S. Concrete or Newco the Acquired Business, any Acquired Entity or any of its their respective properties or assets may be bound or affected, except, in the case of clauses (ii) and (iii) above, for any such violations, breaches, defaults, terminations, accelerations or Encumbrances that would not have, individually or in the aggregate, a Material Adverse Effect. (c) Except for the Merger Filings and such filings as may be required under federal or state securities Lawsset forth in Schedule 5.02, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any Governmental Authority or other person or entity third party is necessary for the execution and delivery of this Agreement by U.S. Concrete the Companies and Newco Shareholders or the consummation by U.S. Concrete the Companies and Newco Shareholders of the transactions contemplated hereby, except those as to which the failure to make or obtain would not have, individually or in the aggregate, a Material Adverse Effect. Except as set forth in Schedule 5.02, none of the contracts or agreements with Material Customers (hereinafter defined) or contracts providing for purchases or services to or by any Acquired Entity individually in excess of $100,000, or in the aggregate in excess of $200,000, or other agreements, licenses or Permits to which any Acquired Entity is a party requires notice to, or the consent or approval of, any Governmental Authority or other third party for the execution and delivery of this Agreement by either of the Companies or either Shareholder or to the consummation any of the transactions contemplated hereby, except those as to which the failure to provide notice or to obtain consent or approval would not have, individually or in the aggregate, a Material Adverse Effect.

AUTHORIZATION; NON-CONTRAVENTION; APPROVALS. (a) Each of U.S. Concrete and Newco BVI has the full legal right, power and authority to enter into this Agreement and the ancillary documents and agreements described herein and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement has been approved by the boards board of directors of U.S. Concrete and Newco and by U.S. Concrete, as the sole stockholder of NewcoBVI. No additional corporate or shareholder proceedings on the part of U.S. Concrete or Newco BVI are necessary to authorize the execution and delivery of this Agreement and the consummation by U.S. Concrete and Newco BVI of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by U.S. Concrete and NewcoBVI, and, assuming the due authorization, execution and delivery by the Company and the Stockholders, constitutes valid and binding agreements agreement of U.S. Concrete and NewcoBVI, enforceable against U.S. Concrete and Newco BVI in accordance with its terms. (b) The execution and delivery of this Agreement by U.S. Concrete and Newco do BVI does not, and the consummation by U.S. Concrete and Newco BVI 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 Articles of Incorporation or By-Laws of U.S. Concrete or Newco, BVI (ii) any Law applicable to either U.S. Concrete or Newco any of BVI or any of its properties or assets or (iii) any material agreement, note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which U.S. Concrete or Newco BVI is now a party or by which either U.S. Concrete or Newco BVI 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 or other person or entity is necessary for the execution and delivery of this Agreement by U.S. Concrete and Newco or the consummation by U.S. Concrete and Newco of the transactions contemplated hereby.

AUTHORIZATION; NON-CONTRAVENTION; APPROVALS. (a) Each of U.S. Concrete and Newco Buyer has the full legal right, power and authority to enter into this Agreement and the ancillary documents and agreements described herein and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement has been approved by the boards of directors of U.S. Concrete and Newco and by U.S. Concrete, as the sole stockholder of Newco. No additional All corporate or shareholder proceedings on the part of U.S. Concrete or Newco are and Buyer necessary to authorize the execution and delivery of this Agreement and the consummation by U.S. Concrete and Newco Buyer of the transactions contemplated herebyhereby has been taken. This Agreement has been duly and validly executed and delivered by U.S. Concrete and Newco, Buyer and, assuming the due authorization, execution and delivery by each of the Company Sellers and the StockholdersStockholder, constitutes valid and binding agreements of U.S. Concrete and NewcoBuyer, enforceable against U.S. Concrete and Newco Buyer in accordance with its terms. (b) The execution and delivery of this Agreement by U.S. Concrete and Newco Buyer do not, and the consummation by U.S. Concrete and Newco Buyer 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 U.S. Concrete or NewcoBuyer, (ii) any Law applicable to either U.S. Concrete or Newco Buyer or any of its their respective properties or assets or (iii) any material agreement, note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which U.S. Concrete or Newco Buyer is now a party or by which either U.S. Concrete or Newco Buyer or any of its their respective 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 No declaration, filing or registration with, or notice to, or authorization, consent or approval of, any Governmental Authority or other person or entity is necessary for the execution and delivery of this Agreement by U.S. Concrete and Newco Buyer or the consummation by U.S. Concrete and Newco Buyer of the transactions contemplated hereby.