Authorization of Transactions Clause Samples

Authorization of Transactions. Buyer is a limited liability company, duly qualified under the laws of the State of Delaware, and has the requisite power and capacity to execute and deliver the Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. The execution, delivery and performance by Buyer of the applicable Transaction Documents and the consummation of the Transactions have been duly and validly authorized by all requisite action on the part of Buyer. The Transaction Documents to which Buyer is a party have been duly and validly executed and delivered by Buyer. Each Transaction Document to which Buyer is a party constitutes the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms and conditions, except to the extent enforcement thereof may be limited by applicable bankruptcy, insolvency or other Laws affecting the enforcement of creditors’ rights or by the principles governing the availability of equitable remedies.

Authorization of Transactions. (a) The Company has the corporate power and authority necessary to execute and deliver this Agreement and the other Transaction Documents to which it is a party. The Company has the corporate power and authority to perform its obligations under this Agreement and to consummate the Merger, all in accordance with this Agreement and applicable Law. The execution, delivery and performance of this Agreement and the other Transaction Documents, as well as the consummation of the transactions contemplated herein and therein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of the Company. The Company has duly executed and delivered this Agreement and this Agreement and the other Transaction Documents represent legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms. (b) The Board of Directors of the Company, pursuant to action taken by unanimous written consent, duly adopted resolutions (i) approving and adopting this Agreement, the other Transaction Documents, the Merger and the other transactions contemplated hereby and thereby, (ii) determining that the terms of the Merger are in the best interests of the Company and the Stockholders and that the other transactions contemplated by this Agreement and the other Transaction Documents are in the best interests of the Company and the Stockholders, (iii) recommending that the Stockholders adopt and approve this Agreement and the Merger, and (iv) declaring that the Merger and this Agreement are advisable. No state takeover statute or similar statute or resolution applies or purports to apply to the Company with respect to this Agreement, the other Transaction Documents, the Merger or any other transaction expressly contemplated hereby. (c) The only vote of holders of any class or series of the Company’s stock necessary to approve and adopt this Agreement, the other Transaction Documents and the Merger is the Requisite Consent. The Requisite Consent may be obtained by written consent of the holders of the Company’s capital stock. The Company, promptly following the execution and delivery of this Agreement shall deliver to Parent a certificate of the Secretary of the Company certifying that the Requisite Consent has been obtained by written consent in compliance with the Company’s Certificate of Incorporation and Bylaws and the DGCL.

Authorization of Transactions. Management Stockholder has full power and authority to enter into this Agreement and the other agreements contemplated hereby to which Management Stockholder is a party, and to perform Management Stockholder's obligations hereunder and thereunder.

Authorization of Transactions. Buyer is natural person or is an entity duly organized and in good standing in the state of its organization and has the requisite power and capacity to execute and deliver the Transaction Documents to which it is a party and to perform Buyer’s obligations hereunder and thereunder. The execution, delivery and performance by Buyer of the applicable Transaction Documents and the consummation of the Transactions have been duly and validly authorized by all requisite action on the part of Buyer. The Transaction Documents to which Buyer is a party have been duly and validly executed and delivered by Buyer. Each Transaction Document to which Buyer is a party constitutes the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms and conditions, except to the extent enforcement thereof may be limited by applicable bankruptcy, insolvency or other Laws affecting the enforcement of creditors’ rights or by the principles governing the availability of equitable remedies.

Authorization of Transactions. The Company, the Existing Stockholder and the Parent each has all requisite corporate power and authority to execute and deliver the Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The board of directors of each of the Company and the Existing Stockholder has duly approved the Transaction Documents to which it is a party and has duly authorized the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby. Except for the Parent Board Approval and the approval of the sole shareholder of the Company and the Existing Stockholder, which shall be received prior to Closing, no other corporate proceedings on the part of the Company, the Existing Stockholder or the Parent are necessary to approve and authorize the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby. All Transaction Documents to which the Company, the Existing Stockholder or the Parent is a party have been duly executed and delivered by the Company, the Existing Stockholder or the Parent and constitute the valid and binding agreements of the Company, the Existing Stockholder or the Parent, enforceable against the Company, the Existing Stockholder or the Parent in accordance with their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights; and as limited by general principles of equity that restrict the availability of equitable remedies.

Authorization of Transactions. 13 4.3 Capitalization............................................13 4.4

Authorization of Transactions. Seller has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by Seller and constitutes the valid and binding agreement of Seller, enforceable against Seller in accordance with its terms, except as such enforcement may be limited by application of equitable remedies and principles and by insolvency, moratorium, bankruptcy, and similar laws.

Authorization of Transactions. All corporate action necessary by Purchaser to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby shall have been duly and validly taken, including, but not limited to, the approval and authorization of the execution, delivery and performance of this Agreement and the Employment Agreement by the Board of Directors of the Purchaser and of Mikes.

Authorization of Transactions. The Company is a corporation duly authorized and in good standing in the State of Delaware. The Company has the requisite power and capacity to execute and deliver the Transaction Documents to which the Company is a party and to perform its obligations hereunder and thereunder. The execution, delivery and performance by the Company of the applicable Transaction Documents and the consummation of the Transactions have been duly and validly authorized by all requisite action on the part of the Company. The Transaction Documents to which the Company is a party have been duly and validly executed and delivered by the Company. Each Transaction Document to which the Company is a party constitutes the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms and conditions, except to the extent enforcement thereof may be limited by applicable bankruptcy, insolvency or other Laws affecting the enforcement of creditors’ rights or by the principles governing the availability of equitable remedies.