Authorization of Agreement. Each of Purchaser and Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement and each other Transaction Agreement to which it is a party, and subject to, in the case of the consummation of the Merger by Merger Sub, adoption of this Agreement by the consent of the sole stockholder of Merger Sub, to perform its obligations hereunder and thereunder and to consummate the Transaction. The execution, delivery and performance by each of Purchaser and Merger Sub of the Transaction Agreements to which it is a party and the consummation of the Transaction has been duly authorized by the requisite corporate action on the part of Purchaser and Merger Sub. Each of the Transaction Agreements to which it is a party has been or will be at or prior to the Closing, duly and validly executed and delivered by Purchaser and Merger Sub and (assuming the due authorization, execution and delivery by the other parties thereto) each of the Transaction Agreements, when so executed and delivered, will constitute, the legal, valid and binding obligations of Purchaser and Merger Sub, enforceable against each in accordance with its terms, subject to applicable Equitable Principles.
Authorization of Agreement. Each of Purchaser and Merger SubThe Company has the requisite corporate power and authority to execute and deliver this Agreement and each other Transaction Agreement to which it is a party, and subject to, in the case of the consummation of the Merger by Merger Sub, adoption of this Agreement by the consent of the sole stockholder of Merger Sub, to perform its obligations hereunder and thereunder and to consummate the Transaction. The execution, delivery and performance by each of Purchaser and Merger Subthe Company of the Transaction Agreements to which it is a partyAgreements, and the consummation by it of the Transaction hasMerger, have been duly authorized and approved by the requisiteCompany’s board of directors, and except for obtaining the Stockholder Approval, no other corporate action on the part of Purchaserthe Company is necessary to authorize the execution, delivery and Merger Sub.performance by the Company of this Agreement and the consummation by it of the Merger. Each of the Transaction Agreements to which itthe Company is a party has been or will be at or prior to the Closing, duly and validly executed and delivered by Purchaser and Merger Subthe Company and (assuming the due authorization, execution and delivery by the other parties thereto) each of thesuch Transaction Agreements,Agreement, when so executed and delivered, will constitute, the legal, valid and binding obligationsobligation of Purchaser and Merger Sub,the Company, enforceable against eachit in accordance with its terms, subject to applicable Equitable Principles.
Authorization ofAuthority for this Agreement. Each of PurchaserParent and Merger Sub has theall requisite corporateentity power and authority to executecomply with, execute, deliver and deliverperform its obligations under this Agreement and each other Transaction Agreement to which it is a party,consummate the transactions contemplated hereby. The execution and subject to, in the case of the consummation of the Merger by Merger Sub, adoptiondelivery of this Agreement by the consent of the sole stockholder of Merger Sub, to perform its obligations hereunder and thereunder and to consummate the Transaction. The execution, delivery and performance by each of PurchaserParent and Merger Sub of the Transaction Agreements to which it is a party and the consummation of the Transaction hashave been duly and validly authorized by the requisite corporateall necessary entity action on the part of Purchasereach of Parent and Merger Sub. EachSub, and no other entity proceedings on the part of the Transaction AgreementsParent and Merger Sub are necessary to which it is a partyauthorize this Agreement. This Agreement has been or will be at or prior to the Closing, duly and validly executed and delivered by PurchaserParent and Merger Sub and (assumingand, assuming the due authorization, execution and delivery by the other parties thereto) each of the Transaction Agreements, when so executed and delivered, will constitute, the, constitutes a legal, valid and binding obligationsobligation of Purchasereach of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to applicable Equitable Principles.the Bankruptcy, Equity and Indemnity Exception.
AuthorizationCorporate Authority; Binding Nature of Agreement. Each of PurchaserBuyer and Merger Sub each has theall requisite corporate power and authority to execute and deliver this AgreementAgreement, to carry out and each other Transaction Agreement to which it is a party, and subject to, in the case of the consummation of the Merger by Merger Sub, adoption of this Agreement by the consent of the sole stockholder of Merger Sub, to perform its obligations hereunder and thereunder and to consummate the Transaction.transactions contemplated hereby. The execution, delivery and performance by each of PurchaserBuyer and Merger Sub of the Transaction Agreements to which it is a partythis Agreement and the consummation of the Transaction hastransactions contemplated herein have been duly and validly authorized by the requisitetheir respective Boards of Directors. No further corporate actionauthorization is necessary on the part of PurchaserBuyer or Merger Sub to consummate the transactions contemplated hereby. Assuming this Agreement constitutes the valid and Merger Sub. Eachbinding obligation of the Transaction Agreements to which it is a party has been or will be at or prior to the Closing, duly and validlyother parties hereto, this Agreement, when executed and delivered by PurchaserBuyer and Merger Sub and (assuming the due authorization, execution and delivery by the other parties thereto) each of the Transaction Agreements, when so executed and delivered,Sub, constitutes or will constitute,constitute the legal, valid and binding obligationsobligation of PurchaserBuyer and Merger Sub, enforceable against eachBuyer and Merger Sub in accordance with its terms, subject to: # applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting enforcement of creditors’ rights generally; and # equitable defenses and to applicable Equitable Principles.the discretion of the court before which any proceedings seeking the remedy of specific performance and injunctive and other forms of equitable relief may be brought.
Authorization of Agreement. Each ofSection # Power and Authority. The Purchaser and Merger Sub has theall requisite corporate power and authorityauthority, corporate or otherwise, to executeenter into and deliver this Agreement and each otherthe Transaction Agreement to which it is a party, and subject to, in the case of the consummation of the Merger by Merger Sub, adoption of this Agreement by the consent of the sole stockholder of Merger Sub, to perform its obligations hereunder and thereunderDocuments and to consummate the Transaction.transactions contemplated hereby and thereby. The execution, delivery and performance by each of Purchaserthis Agreement and Merger Sub of the Transaction Agreements to which it is a partyDocuments by the Purchaser and the consummation of the Transaction hastransactions contemplated hereby and thereby, have been duly authorized by the requisite corporateall necessary action, and no other action or proceeding on the part of such Purchaser is necessary to authorize the execution, delivery and Merger Sub. Eachperformance by such Purchaser of this Agreement and the Transaction Documents and the consummation by such Purchaser of the transactions contemplated hereby and thereby. This Agreement and each of the Transaction Agreements to which it is a party hasDocuments have been or will be at or prior to the Closing, duly and validly executed and delivered by the Purchaser and Merger Sub and (assuming the due authorization, execution and delivery by the other parties thereto) each of the Transaction Agreements, when so executed and delivered, will constitute,constitute the legal, valid and binding obligationsobligation of Purchaser and Merger Sub,such Purchaser, enforceable against eachit in accordance with its terms, subject to applicable Equitable Principles.their respective terms.
Authorization of Agreement. Each ofAuthority. Purchaser and Merger Sub has the requisiteall necessary corporate power and authority to execute and deliverenter into this Agreement and eachthe other Transaction AgreementDocuments to which itPurchaser is a party, and subject to, in the case of the consummation of the Merger by Merger Sub, adoption of this Agreement by the consent of the sole stockholder of Merger Sub, to performcarry out its obligations hereunder and thereunder and to consummate the Transaction.transactions contemplated hereby and thereby. The execution,execution and delivery by Purchaser of this Agreement and any other Transaction Document to which Purchaser is a party, the performance by eachPurchaser of Purchaserits obligations hereunder and Merger Sub of the Transaction Agreements to which it is a partythereunder and the consummation by Purchaser of the Transaction hastransactions contemplated hereby and thereby have been duly authorized by theall requisite corporate action on the part of Purchaser and Merger Sub. Each of the Transaction Agreements to which it is a partyPurchaser. This Agreement has been or will be at or prior to the Closing, duly and validly executed and delivered by PurchaserPurchaser, and Merger Sub and (assuming the due authorization, execution and delivery by the other parties thereto) each of the Transaction Agreements, when so executed and delivered, will constitute, the[[Organization A:Organization]]) this Agreement constitutes a legal, valid and binding obligationsobligation of Purchaser and Merger Sub, enforceable against eachPurchaser in accordance with its terms, subjectexcept as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). When each other Transaction Document to applicable Equitable Principles.which Purchaser is or will be a party has been duly executed and delivered by Purchaser (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of Purchaser enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
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