Common use of Power; Binding Agreement Clause in Contracts

Power; Binding Agreement. Shareholder has and will have the legal capacity, power and authority to enter into and perform all of Shareholder’s obligations under this Agreement. The execution, delivery and performance of this Agreement by Shareholder will not violate any agreement or court order to which Shareholder is a party or is subject, including, without limitation, any voting agreement or voting trust. This Agreement has been duly and validly executed and delivered by Shareholder and constitutes a valid and binding agreement of Shareholder, enforceable against Shareholder in accordance with its terms.

Appears in 6 contracts

Sources: Irrevocable Proxy and Voting Agreement (Hall Kinion & Associates Inc), Irrevocable Proxy and Voting Agreement (Hall Kinion & Associates Inc), Irrevocable Proxy and Voting Agreement (Hall Kinion & Associates Inc)

Power; Binding Agreement. Shareholder has and will have the legal capacity, power and authority to enter into and perform all of Shareholder’s its obligations under this Agreement. The execution, delivery and performance of this Agreement by Shareholder will not violate any agreement Contract or court order any Order to which Shareholder is a party or is subject, subject including, without limitation, any voting agreement or voting trust. This Agreement has been duly and validly executed and delivered by Shareholder and constitutes a valid and binding agreement of Shareholder, enforceable against obligation on Shareholder Enforceable in accordance with its terms.

Appears in 6 contracts

Sources: Merger Agreement (3 D Systems Corp), Tender and Voting Agreement (DTM Corp /Tx/), Tender and Voting Agreement (DTM Corp /Tx/)

Power; Binding Agreement. Such Shareholder has and will have the legal capacity, power capacity and authority to enter into this Agreement and to perform all of Shareholder’s its obligations under this Agreement. The execution, delivery and performance of this Agreement by Shareholder will not violate any agreement or court order to which Shareholder is a party or is subject, including, without limitation, any voting agreement or voting trust. This Agreement has been duly and validly executed and delivered by such Shareholder and constitutes a valid and binding agreement obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity.

Appears in 3 contracts

Sources: Voting Agreement (Cit Group Inc), Voting Agreement (Avolon Holdings LTD), Voting Agreement (Avolon Holdings LTD)

Power; Binding Agreement. The Shareholder has and will have the legal capacity, capacity and all requisite power and authority to enter into and perform all of Shareholder’s obligations its, his or her obligations, under this Agreement. The execution, delivery and performance of this Agreement by Shareholder will not violate any agreement or court order to which Shareholder is a party or is subject, including, without limitation, any voting agreement or voting trust. This Agreement has been duly and validly executed and delivered by the Shareholder and constitutes a valid and binding agreement obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms.

Appears in 2 contracts

Sources: Shareholder Voting Agreement (Smartforce Public LTD Co), Shareholder Agreement (Skillsoft Corp)

Power; Binding Agreement. The Shareholder has and will have the legal capacity, power and authority to enter into and perform all of the Shareholder’s 's obligations under this Agreement. The execution, delivery and performance of this Agreement by Shareholder will not violate any agreement or court order to which Shareholder is a party or is subject, including, without limitation, any voting agreement or voting trustagreement. This Agreement has been duly and validly executed and delivered by the 5 5 Shareholder and, assuming its due authorization, execution and delivery by Purchasers, constitutes a legal, valid and binding agreement obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms.

Appears in 2 contracts

Sources: Shareholder Support Agreement (Blum Richard C & Associates L P), Shareholder Agreement (Kinetic Concepts Inc /Tx/)

Power; Binding Agreement. Shareholder has and will have the legal capacity, power and authority to enter into and perform all of Shareholder’s his obligations under this Agreement. The execution, delivery and performance of this Agreement by Shareholder will not violate any other agreement or court order to which Shareholder is a party or is subject, including, without limitation, any voting agreement, shareholders agreement or voting trust. This Agreement has been duly and validly executed and delivered by Shareholder and constitutes a valid and binding agreement of Shareholder, enforceable against Shareholder in accordance with its terms.

Appears in 2 contracts

Sources: Voting and Support Agreement (Spectrum Organic Products Inc), Voting and Support Agreement (Hain Celestial Group Inc)

Power; Binding Agreement. The Shareholder has and will have the legal capacity, and the requisite corporate power and authority authority, to enter into and perform all of Shareholder’s its obligations under this Agreement. The execution, execution and delivery and performance of this Agreement by the Shareholder will not violate any agreement or court order and the consummation by the Shareholder of the transactions contemplated hereby to which Shareholder is a party or is subject, including, without limitation, any voting agreement or voting trustbe performed by it have been duly authorized by all necessary corporate action on the part of the Shareholder. This Agreement has been duly and validly executed and delivered by the Shareholder and constitutes a legal, valid and binding agreement of the Shareholder, enforceable against the Shareholder in accordance with its terms.

Appears in 2 contracts

Sources: Shareholder Voting Agreement (Euroseas Ltd.), Shareholder Voting Agreement (Friends Investment CO Inc.)

Power; Binding Agreement. Shareholder has and will have the legal capacity, ------------------------ power and authority to enter into and perform all of Shareholder’s its obligations under this Agreement. The execution, delivery and performance of this Agreement by Shareholder will not violate any agreement or any court order to which Shareholder is a party or is subject, subject including, without limitation, any voting agreement or voting trust. This Agreement has been duly and validly executed and delivered by Shareholder and constitutes a valid and binding agreement of Shareholder, enforceable against Shareholder in accordance with its terms.

Appears in 2 contracts

Sources: Irrevocable Proxy, Voting and Option Agreement (Virata Corp), Irrevocable Proxy, Voting and Option Agreement (Virata Corp)

Power; Binding Agreement. Shareholder has and will have the legal capacity, power and authority to enter into and perform all of Shareholder’s obligations under this Agreement. The execution, delivery and performance of this Agreement by Shareholder will not violate any agreement or court order to which Shareholder is a party or is subject, including, without limitation, any voting agreement or voting trust. This Agreement has been duly and validly executed and delivered by Shareholder and constitutes a valid and binding agreement of Shareholder, enforceable against Shareholder in accordance with its terms.

Appears in 2 contracts

Sources: Shareholder Irrevocable Undertaking (Lawson Software Inc), Shareholder Irrevocable Undertaking (Lawson Holdings, Inc.)

Power; Binding Agreement. Shareholder has and will have sole voting power regarding the subject matters of this Agreement with respect to all of its Company Shares, with no limitations, qualifications or restrictions on such rights. Shareholder has the legal capacity, power and authority to enter into and perform all of Shareholder’s its obligations under this Agreement. The execution, delivery and performance of this Agreement by Shareholder will not violate any agreement or any court order to which such Shareholder is a party or is subject, subject including, without limitation, any voting agreement or voting trust. This Agreement has been duly and validly executed and delivered by Shareholder and constitutes a valid and binding agreement of Shareholder, enforceable against Shareholder in accordance with its terms.

Appears in 2 contracts

Sources: Voting Agreement (Peco Ii Inc), Voting Agreement (Delta Products CORP)

Power; Binding Agreement. The Shareholder has and will have the legal capacity, capacity and all requisite power and authority to enter into and perform all of Shareholder’s his or her obligations under this Agreement. The execution, delivery and performance of this Agreement by Shareholder will not violate any agreement or court order to which Shareholder is a party or is subject, including, without limitation, any voting agreement or voting trust. This Agreement has been duly and validly executed and delivered by the Shareholder and constitutes a valid and binding agreement obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms.

Appears in 2 contracts

Sources: Voting Agreement (Pinnacle Systems Inc), Voting Agreement (Avid Technology Inc)

Power; Binding Agreement. Shareholder has and will have the legal capacity, power and authority to enter into and perform all of Shareholder’s 's obligations under this Agreement. The execution, delivery and performance of this Agreement by Shareholder will not violate any agreement or court order to which Shareholder is a party or is subject, including, without limitation, any voting agreement or voting trust. This Agreement has been duly and validly executed and delivered by Shareholder and constitutes a valid and binding agreement of Shareholder, enforceable against Shareholder shareholders in accordance with its terms.

Appears in 2 contracts

Sources: Voting Agreement (Pyramid Breweries Inc), Asset Purchase Agreement (Pyramid Breweries Inc)

Power; Binding Agreement. Shareholder has and will have the legal capacity, power and authority to enter into and perform all of Shareholder’s 's obligations under this Agreement. The execution, delivery and performance of this Agreement by Shareholder will not violate any agreement or court order to which Shareholder is a party or is subject, including, without limitation, any voting agreement or voting trust. This Agreement has been duly and validly executed and delivered by Shareholder and constitutes a valid and binding agreement of Shareholder, enforceable against Shareholder in accordance with its terms.

Appears in 2 contracts

Sources: Merger Agreement (Kforce Inc), Merger Agreement (Hall Kinion & Associates Inc)

Power; Binding Agreement. The Shareholder has and will have the legal capacity, capacity and all requisite power and authority to enter into and perform all of Shareholder’s his or her obligations under this Agreement. The execution, delivery and performance of this Agreement by Shareholder will not violate any agreement or court order to which Shareholder is a party or is subject, including, without limitation, any voting agreement or voting trust. This Agreement has been duly and validly executed and delivered by the Shareholder and constitutes a valid and binding agreement obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Appears in 2 contracts

Sources: Merger Agreement (Valley National Gases Inc), Voting Agreement (VNG Acquisition Inc.)

Power; Binding Agreement. Shareholder has and will have the legal capacity, power and authority to enter into and perform all of Shareholder’s its obligations under this Agreement. The execution, delivery and performance of this Agreement by Shareholder will not violate any agreement or any court order to which Shareholder is a party or is subject, subject including, without limitation, any voting agreement or voting trust. This Agreement has been duly and validly executed and delivered by Shareholder and constitutes a valid and binding agreement of Shareholder, enforceable against Shareholder in accordance with its terms.

Appears in 1 contract

Sources: Tender and Voting Agreement (Intel Corp)

Power; Binding Agreement. Such Shareholder has and will have the legal capacity, power capacity and authority to enter into this Agreement and to perform all of Shareholder’s his or her obligations under this Agreement. The execution, delivery and performance of this Agreement by Shareholder will not violate any agreement or court order to which Shareholder is a party or is subject, including, without limitation, any voting agreement or voting trust. This Agreement has been duly and validly executed and delivered by such Shareholder and constitutes a valid and binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

Appears in 1 contract

Sources: Voting Agreement (Yucheng Technologies LTD)

Power; Binding Agreement. Shareholder has and will have the legal capacity, power and authority to enter into and perform all of Shareholder’s 's obligations under this Agreement. The execution, delivery and performance of this Agreement by Shareholder will not violate any agreement or any law, rule or regulation or court order to which Shareholder is a party or is subject, including, without limitation, any voting agreement or voting trust. This Agreement has been duly and validly executed and delivered by Shareholder and constitutes a valid and binding agreement of Shareholder, enforceable against Shareholder in accordance with its terms.

Appears in 1 contract

Sources: Merger Agreement (Cadence Design Systems Inc)

Power; Binding Agreement. Such Shareholder has and will have the legal capacity, power and authority to enter into and perform all of such Shareholder’s 's obligations under this Agreement. The execution, delivery and performance of this Agreement by the Shareholder does not and will not violate any other agreement or court order to which such Shareholder is a party or is subject, including, without limitation, any voting agreement, shareholder agreement or voting trust. This Agreement has been duly and validly executed and delivered by Shareholder and constitutes a valid and binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms.

Appears in 1 contract

Sources: Shareholder Agreement (Fitzpatrick Daniel B)

Power; Binding Agreement. Such Shareholder has and will have the legal capacity, power and authority to enter into and perform all of such Shareholder’s 's obligations under this Agreement. The execution, delivery and performance of this Agreement by Shareholder will not violate any agreement or court order to which Shareholder is a party or is subject, including, without limitation, any voting agreement or voting trust. This Agreement has been duly and validly executed and delivered by such Shareholder and constitutes a valid and binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms. There are no beneficiaries or holders of a voting trust certificate or other interest of any trust of which such Shareholder is a trustee whose consent is required for the execution and delivery of this Agreement or the consummation by such Shareholder of the transactions contemplated hereby.

Appears in 1 contract

Sources: Shareholders Agreement (Pioneer Natural Resources Co)

Power; Binding Agreement. Such Shareholder has and will have the legal capacity, power and authority to enter into and perform all of such Shareholder’s 's obligations under this Agreement. The execution, delivery and performance of this Agreement by such Shareholder will not violate any other agreement or court order to which such Shareholder is a party or is subject, including, without limitation, any voting agreement, shareholders agreement or voting trust. This Agreement has been duly and validly executed and delivered by such Shareholder and constitutes a valid and binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms.

Appears in 1 contract

Sources: Voting and Support Agreement (Tendercare International Inc)

Power; Binding Agreement. The Shareholder has and will have the legal capacity, capacity and all requisite power and authority to enter into and perform all of Shareholder’s its obligations under this Agreement. The execution, delivery and performance of this Agreement by Shareholder will not violate any agreement or court order to which Shareholder is a party or is subject, including, without limitation, any voting agreement or voting trust. This Agreement has been duly and validly executed and delivered by the Shareholder and constitutes a valid and binding agreement obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms.

Appears in 1 contract

Sources: Shareholder Voting Agreement (Divine Inc)

Power; Binding Agreement. Such Shareholder has and will have the legal capacity, power and authority to enter into and perform all of Shareholder’s his obligations under this Agreement. The execution, delivery and performance of this Agreement by such Shareholder will not violate any other agreement or court order to which Shareholder he is a party or is subjectparty, including, without limitation, any voting agreement, shareholders agreement or voting trust. This Agreement has been duly and validly executed and delivered by such Shareholder and constitutes a valid and binding agreement of Shareholderhim, enforceable against Shareholder in accordance with its terms.him in

Appears in 1 contract

Sources: Tender and Option Agreement (Cameron Ashley Building Products Inc)

Power; Binding Agreement. The Shareholder has and will have the legal capacity, capacity and ------------------------ all requisite power and authority to enter into and perform all of Shareholder’s obligations its obligations, under this Agreement. The execution, delivery and performance of this Agreement by Shareholder will not violate any agreement or court order to which Shareholder is a party or is subject, including, without limitation, any voting agreement or voting trust. This Agreement has been duly and validly executed and delivered by the Shareholder and constitutes a valid and binding agreement obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms.

Appears in 1 contract

Sources: Shareholder Voting Agreement (Data Return Corp)