Common use of Authority; Binding Obligation Clause in Contracts

Authority; Binding Obligation. Each of Acquiror and Acquiror Sub has all requisite power, authority and legal capacity to execute and deliver this Agreement and each of the other agreements, documents, certificates or other instruments contemplated hereby (the “Acquiror Documents”), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Acquiror and Acquiror Sub of this Agreement, the execution, delivery and performance by Acquiror and Acquiror Sub of the Acquiror Documents, and the consummation by Acquiror and Acquiror Sub of the transactions contemplated hereby and thereby, have been duly authorized and approved by all necessary corporate action, and no other corporate proceeding on the part of Acquiror or Acquiror Sub is necessary to authorize this Agreement and the Acquiror Documents, or to consummate the transactions contemplated hereby and thereby, other than the approval and adoption of this Agreement by Acquiror in accordance with Delaware law and Acquiror Sub in accordance with Nevada Law and Acquiror’s certificate of incorporation and bylaws and Acquiror Sub’s articles of incorporation and bylaws. This Agreement has been, and the Acquiror Documents will be at or prior to the Closing, duly executed and delivered by Acquiror and Acquiror Sub. This Agreement constitutes, and the Acquiror Documents when so executed and delivered, will constitute a legal, valid and binding obligation of Acquiror and Acquiror Sub, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws, affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authority; Binding Obligation. Each of Acquiror and Acquiror Sub has all requisite power, authority and legal capacity to execute and deliver this Agreement and each of the other agreements, documents, certificates or other instruments contemplated hereby (the “Acquiror Documents”), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Acquiror and Acquiror Sub of this Agreement, the execution, delivery and performance by Acquiror and Acquiror Sub of the Acquiror Documents, and the consummation by Acquiror and Acquiror Sub of the transactions contemplated hereby and thereby, have been duly authorized and approved by all necessary corporate action, and no other corporate proceeding on the part of Acquiror or Acquiror Sub is necessary to authorize this Agreement and the Acquiror Documents, or to consummate the transactions contemplated hereby and thereby, other than the approval and adoption of this Agreement by Acquiror in accordance with Delaware law and Acquiror Sub in accordance with Nevada Delaware Law and Acquiror’s certificate of incorporation and bylaws and Acquiror Sub’s articles certificate of incorporation and bylaws. This Agreement has been, and the Acquiror Documents will be at or prior to the Closing, duly executed and delivered by Acquiror and Acquiror Sub. This Agreement constitutes, and the Acquiror Documents when so executed and delivered, will constitute a legal, valid and binding obligation of Acquiror and Acquiror Sub, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws, affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authority; Binding Obligation. (a) Each of Acquiror the Buyer, Merger Sub I and Acquiror Merger Sub II LLC has all requisite powercorporate or similar power and authority to execute, authority deliver and legal capacity to execute and deliver perform this Agreement and each the Ancillary Agreements to which it is a party and, upon receipt of the other agreementsBuyer Stockholder Approval, documents, certificates or other instruments contemplated hereby (the “Acquiror Documents”), to perform its obligations hereunder and thereunder and to consummate the Mergers and the other transactions contemplated hereby and thereby. The executionboard of directors of the Buyer, at a meeting duly called and held, has unanimously (i) approved and declared advisable the execution and delivery of this Agreement and performance by Acquiror the Ancillary Agreements to which the Buyer is party and Acquiror Sub the consummation of the Mergers and the other transactions contemplated hereby and thereby, (ii) declared that it is in the best interests of the stockholders of the Buyer that the Buyer enter into this Agreement and the Ancillary Agreements to which the Buyer is party and consummate the Mergers and the other transactions contemplated hereby and thereby on the terms and subject to the conditions set forth herein and therein, (iii) directed that the Transaction Proposals (including the adoption of this Agreement) be submitted to a vote at a meeting of the stockholders of the Buyer, and (iv) resolved to recommend to the stockholders of the Buyer that they approve and adopt each of the Transaction Proposals (including this Agreement, the Mergers and the other transactions contemplated by this Agreement). Other than the Buyer Stockholder Approval, no other corporate proceedings on the part of the Buyer are necessary to authorize the execution, delivery and performance by Acquiror of this Agreement and Acquiror Sub of the Acquiror Documents, Ancillary Agreements to which it is a party and the consummation by Acquiror the Buyer of the Mergers and Acquiror Sub the other transactions contemplated hereby and thereby. The execution of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby, thereby have been duly and validly authorized and approved by all necessary required corporate action, and no other corporate proceeding or similar action on the part of Acquiror Merger Sub I and Merger Sub II LLC and no other proceedings on the part of Merger Sub I or Acquiror Merger Sub is necessary II LLC are required to authorize this Agreement and the Acquiror Documents, or Ancillary Agreements to consummate which it is a party and the consummation by it of the Mergers and the other transactions contemplated hereby and thereby, other than the approval and adoption of this Agreement by Acquiror in accordance with Delaware law and Acquiror Sub in accordance with Nevada Law and Acquiror’s certificate of incorporation and bylaws and Acquiror Sub’s articles of incorporation and bylaws. This Agreement has been, and the Acquiror Documents will be at or prior Ancillary Agreements to which the ClosingBuyer, Merger Sub I and/or Merger Sub II LLC is a party have been duly executed and delivered by Acquiror the Buyer, Merger Sub I and Acquiror Sub. This Merger Sub II LLC, as applicable, and, assuming that this Agreement constitutes, and the Acquiror Documents when so executed and delivered, will Ancillary Agreements constitute a the legal, valid and binding obligation of Acquiror the other parties thereto, constitute the legal, valid and Acquiror Subbinding obligation of the Buyer, Merger Sub I and Merger Sub II LLC, enforceable against the Buyer, Merger Sub I and Merger Sub II LLC in accordance with its their respective terms, subject except to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws, affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity)the extent that the enforceability thereof may be limited by the Equitable Exceptions.

Authority; Binding Obligation. Each of Acquiror and Acquiror Sub has all requisite power, the full and unrestricted corporate power and authority and legal capacity to execute and deliver this Merger Agreement and each to carry out the transactions contemplated hereby. The execution and delivery by Acquiror and Acquiror Sub of the this Merger Agreement and all other agreements, documents, certificates or other instruments contemplated hereby (the “Acquiror Documents”), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Acquiror and Acquiror Sub of this Agreement, the execution, delivery and performance by Acquiror and Acquiror Sub of the Acquiror Documentshereby, and the consummation by Acquiror and Acquiror Sub of the transactions contemplated hereby and thereby, have been duly authorized and approved by all necessary corporate action, and no other corporate proceeding proceedings on the part of Acquiror or Acquiror Sub is are necessary to authorize this Merger Agreement and the Acquiror Documentsother agreements, documents, certificates or other instruments contemplated hereby, or to consummate the transactions contemplated hereby and thereby, other than the approval and adoption of this Agreement by Acquiror in accordance with Delaware law and Acquiror Sub in accordance with Nevada Law and Acquiror’s certificate of incorporation and bylaws and Acquiror Sub’s articles of incorporation and bylaws. This Merger Agreement has been, and the Acquiror Documents will be at or prior to the Closing, been duly executed and delivered by Acquiror and Acquiror Sub. This Agreement constitutes, Sub and the Acquiror Documents when so executed and delivered, will constitute constitutes a legal, valid and binding obligation of Acquiror and Acquiror Sub, enforceable in accordance with its terms, except as such enforceability may be subject to the effect of any applicable bankruptcy, insolvencyinsolvency fraudulent conveyance, reorganization, moratorium and or similar laws, Laws affecting creditors’ ' rights generally and remedies generally, and subject, as subject to enforceability, to the effect of general equitable principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought considered in a proceeding in equity or at law or in equitylaw); provided, however, that the Merger will not become effective until Articles of Merger reflecting the Merger are filed with the office of the Secretary of State of Delaware.

Authority; Binding Obligation. Each Seller is a limited liability company duly organized, validly existing and in good standing under the laws of Acquiror the State of Delaware. Seller and Acquiror Sub each Seller Transaction Affiliate has all requisite power, limited liability company or other corporate (as applicable) power and authority and legal capacity to execute and deliver this Agreement each Transaction Document to which it is or will be a party (subject to the approvals described in Schedule 3.5) and each of the other agreements, documents, certificates or other instruments contemplated hereby (the “Acquiror Documents”), to perform its all of Seller’s and such Seller Transaction Affiliate’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebythereunder, as applicable. The execution, delivery and performance by Acquiror Seller and Acquiror Sub each Seller Transaction Affiliate of this Agreement, the execution, delivery and performance by Acquiror and Acquiror Sub of the Acquiror Documents, each Transaction Document to which it is or will be a party and the consummation by Acquiror Seller and Acquiror Sub such Seller Transaction Affiliate (as applicable) of the transactions contemplated hereby and therebyTransaction pursuant to the applicable Transaction Document to which it is or will be a party have been, have been or in the case of the Transaction Documents to which it will be a party, will be when delivered, duly authorized and approved by all necessary corporate action, and no requisite limited liability company or other corporate proceeding (as applicable) action on the part of Acquiror or Acquiror Sub is necessary to authorize this Agreement Seller and the Acquiror Documents, or to consummate the transactions contemplated hereby and thereby, other than the approval and adoption of this Agreement by Acquiror in accordance with Delaware law and Acquiror Sub in accordance with Nevada Law and Acquiror’s certificate of incorporation and bylaws and Acquiror Sub’s articles of incorporation and bylawssuch Seller Transaction Affiliate. This Agreement has been, and the Acquiror Documents will be at or prior to the Closing, been duly executed and delivered by Acquiror and Acquiror Sub. This Seller and, assuming that this Agreement constitutes, and the Acquiror Documents when so has been duly executed and delivereddelivered by Buyer, will constitute a constitutes the legal, valid and binding obligation of Acquiror and Acquiror SubSeller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights and general principles of equity (collectively, the “Remedies Exception”). Each other Transaction Document to which Seller or any Seller Transaction Affiliate is or will be a party has been or will be duly executed and delivered by Seller or the applicable Seller Transaction Affiliate and, when so executed and delivered and, assuming that each such Transaction Document has been duly executed and delivered by each of the other parties thereto, constitutes or will constitute the legal, valid and binding obligation of Seller and such Seller Transaction Affiliate, enforceable against Seller and such Seller Transaction Affiliate in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws, affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity)the Remedies Exception.

Authority; Binding Obligation. Each of Acquiror Parent, Merger Sub I and Acquiror Merger Sub has all II has, subject to the adoption of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub I and Merger Sub II, the requisite power, organizational authority and legal capacity power to execute execute, deliver and deliver perform its obligations under this Agreement and each of the other agreements, documents, certificates Ancillary Agreements to which it is or other instruments contemplated hereby (the “Acquiror Documents”), to perform its obligations hereunder and thereunder will be a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Acquiror and Acquiror Sub execution of this AgreementAgreement and the Ancillary Agreements to which it is or will be a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary organizational action on the part of Parent, Merger Sub I and Merger Sub II and, other than the adoption of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub I and Merger Sub II, no other organizational proceedings on the part of Parent, Merger Sub I or Merger Sub II are necessary to authorize the execution, delivery and performance by Acquiror of this Agreement and Acquiror Sub of the Acquiror Documents, Ancillary Agreements to which it is or will be a party and the consummation by Acquiror and Acquiror Sub of the transactions contemplated hereby and therebythereby by Parent, have been duly authorized Merger Sub I and approved by all necessary corporate action, and no other corporate proceeding on the part of Acquiror or Acquiror Merger Sub is necessary to authorize this Agreement and the Acquiror Documents, or to consummate the transactions contemplated hereby and thereby, other than the approval and adoption of this Agreement by Acquiror in accordance with Delaware law and Acquiror Sub in accordance with Nevada Law and Acquiror’s certificate of incorporation and bylaws and Acquiror Sub’s articles of incorporation and bylawsII. This Agreement has been, and the Acquiror Documents Ancillary Agreements will be at or prior to the Closingupon their execution be, duly executed and delivered by Acquiror Parent, Merger Sub I and Acquiror Sub. This Agreement constitutes, Merger Sub II and the Acquiror Documents when so executed constitutes and delivered, will constitute a the legal, valid and binding obligation obligations of Acquiror Parent, Merger Sub I and Acquiror SubMerger Sub II, enforceable against each of Parent, Merger Sub I and Merger Sub II in accordance with its and their terms, subject except to applicable bankruptcythe extent that the enforceability thereof may be limited by the Equitable Exceptions. The shares of Parent Common Stock to be issued pursuant to this Agreement have been duly authorized and, insolvencywhen issued pursuant to this Agreement, reorganizationwill be validly issued, moratorium fully paid and similar laws, affecting creditors’ rights non-assessable and remedies generally, and subject, as to enforceability, to general principles free of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity)preemptive rights.

Authority; Binding Obligation. Each of Acquiror and Acquiror Sub has all requisite power, the full and unrestricted corporate power and authority and legal capacity to execute and deliver this Merger Agreement and each to carry out the transactions contemplated hereby. The execution and delivery by Acquiror and Acquiror Sub of the this Merger Agreement and all other agreements, documents, certificates or other instruments contemplated hereby (the “Acquiror Documents”), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Acquiror and Acquiror Sub of this Agreement, the execution, delivery and performance by Acquiror and Acquiror Sub of the Acquiror Documentshereby, and the consummation by Acquiror and Acquiror Sub of the transactions contemplated hereby and thereby, have been duly authorized and approved by all necessary corporate action, and no other corporate proceeding proceedings on the part of Acquiror or Acquiror Sub is are necessary to authorize this Merger Agreement and the Acquiror Documentsother agreements, documents, certificates or other instruments contemplated hereby, or to consummate the transactions contemplated hereby and therebythereby (other than, other than with respect to the approval Merger, the filing and adoption recordation of this Agreement appropriate merger documents as required by Acquiror in accordance with Delaware law and Acquiror Sub in accordance with Nevada Law and Acquiror’s certificate of incorporation and bylaws and Acquiror Sub’s articles of incorporation and bylawsLaw). This Merger Agreement has been, and the Acquiror Documents will be at or prior to the Closing, been duly executed and delivered by Acquiror and Acquiror Sub. This Agreement constitutesSub and, assuming the due authorization, execution and delivery by the Company and the Acquiror Documents when so executed and deliveredCompany Stockholder, will constitute constitutes a legal, valid and binding obligation of Acquiror and Acquiror Sub, enforceable in accordance with its terms, except as such enforceability may be subject to the effect of any applicable bankruptcy, insolvencyinsolvency fraudulent conveyance, reorganization, moratorium and or similar laws, Laws affecting creditors’ ' rights generally and remedies generally, and subject, as subject to enforceability, to the effect of general equitable principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought considered in a proceeding in equity or at law or in equitylaw); provided, however, that the Merger will not become effective until Articles of Merger reflecting the Merger are filed with the office of the Secretary of State of Delaware.

Authority; Binding Obligation. Each of the Acquiror and Acquiror Sub has all requisite corporate power, authority and legal capacity to execute and deliver this Agreement and each of the other agreements, documents, certificates or other instruments contemplated hereby (the “Acquiror Documents”), to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Acquiror and Acquiror Sub of this Agreement, the execution, delivery and performance by the Acquiror and Acquiror Sub of the Acquiror Documents, and the consummation by the Acquiror and Acquiror Sub of the transactions contemplated hereby and thereby, have been duly authorized and approved by all necessary corporate action, and no other corporate proceeding on the part of the Acquiror or and Acquiror Sub is necessary to authorize this Agreement and the Acquiror Documents, or to consummate the transactions contemplated hereby and thereby, other than the approval and adoption of this Agreement by the Acquiror in accordance with the Delaware law and Acquiror Sub in accordance with Nevada General Corporation Law and the Acquiror’s certificate of incorporation and bylaws and Acquiror Sub’s articles of incorporation and bylaws. This Agreement has been, and the Acquiror Documents will be at or prior to the Closing, duly executed and delivered by the Acquiror and Acquiror Sub. This Agreement constitutes, and the Acquiror Documents when so executed and delivered, delivered will constitute a legal, valid and binding obligation of the Acquiror and Acquiror Sub, enforceable in accordance with its terms; provided, subject to applicable bankruptcyhowever, insolvency, reorganization, moratorium that the Merger will not become effective until the Articles of Merger are filed with the office of the Secretary of State of the State of Oregon. No consent of any shareholder of Acquiror or Acquiror Sub or any Affiliate thereof is required for the consummation of the Merger and similar laws, affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity)the transactions contemplated hereby.

Authority; Binding Obligation. Each of Acquiror Atna and Acquiror Sub MergerSub has all requisite power, authority and legal capacity to execute and deliver this Agreement and each of the other agreements, documents, certificates or other instruments contemplated hereby (the “Acquiror Atna Documents”), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Acquiror Atna and Acquiror Sub MergerSub of this Agreement, the execution, delivery and performance by Acquiror Atna and Acquiror Sub MergerSub of the Acquiror Atna Documents, and the consummation by Acquiror Atna and Acquiror Sub MergerSub of the transactions contemplated hereby and thereby, have been duly authorized and approved by all necessary corporate action, and no other corporate proceeding on the part of Acquiror Atna or Acquiror Sub MergerSub is necessary to authorize this Agreement and the Acquiror Atna Documents, or to consummate the transactions contemplated hereby and thereby, other than the approval and adoption of this Agreement by Acquiror MergerSub in accordance with Delaware law and Acquiror Sub in accordance with Nevada Law and AcquirorMergerSub’s certificate Certificate of incorporation and bylaws and Acquiror Sub’s articles of incorporation Incorporation and bylaws. This Agreement has been, and the Acquiror Atna Documents will be at or prior to the Closing, duly executed and delivered by Acquiror Atna and Acquiror SubMergerSub. This Agreement constitutes, and the Acquiror Atna Documents when so executed and delivered, will constitute a legal, valid and binding obligation of Acquiror Atna and Acquiror SubMergerSub, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws, affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).