Common use of Authority; Binding Obligation Clause in Contracts

Authority; Binding Obligation. The execution and delivery by Company of this Merger Agreement, the execution and delivery by Company of all other Agreements, documents, certificates or other instruments contemplated hereby, and the consummation by Company of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action, and no other corporate proceedings on the part of Company are necessary to authorize this Merger Agreement and the other Agreements, documents, certificates or other instruments contemplated hereby, or to consummate the transactions contemplated hereby and thereby, other than approval by the Company Stockholders and the approval and adoption of this Merger Agreement by Company in accordance with Delaware Law and Company's certificate of incorporation and bylaws. This Merger Agreement has been duly executed and delivered by Company and constitutes a legal, valid and binding obligation of Company (assuming the Merger Agreement has been duly executed and delivered by Acquiror and Acquiror Sub and 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 effects of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting creditors' rights generally and subject to the effects of general equitable principles (whether considered in a proceeding in equity or at law).

Authority; Binding Obligation. The execution and delivery by Company Acquiror and Acquiror Sub of this Merger Agreement, the execution Agreement and delivery by Company of all other Agreements, documents, certificates or other instruments contemplated hereby, and the consummation by Company Acquiror and Acquiror Sub of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action, and no other corporate proceedings on the part of Company Acquiror or Acquiror Sub are necessary to authorize this Merger Agreement and the other Agreements, documents, certificates or other instruments contemplated hereby, or to consummate the transactions contemplated hereby and thereby, other than approval by the Company Stockholders and the approval and adoption of this Merger Agreement by Company in accordance with Delaware Law and Company's certificate of incorporation and bylaws. This Merger Agreement has been duly executed and delivered by Company and constitutes a legal, valid and binding obligation of Company (assuming the Merger Agreement has been duly executed and delivered by Acquiror and Acquiror Sub and constitutes a legal, valid and binding obligation of each of Acquiror and Acquiror SubSub (assuming the Merger Agreement has been duly executed and delivered by Company and constitutes a legal, valid and binding obligation of Company), enforceable in accordance with its terms, except as such enforceability may be subject to the effects effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting creditors' rights generally and subject to the effects effect of general equitable principles (whether considered in a proceeding in equity or at law).

Authority; Binding Obligation. The Other than the adoption and approval of this Merger Agreement and the Merger by an affirmative vote of holders of more than two-thirds of the outstanding shares of the Company’s Class A common stock and Class B common stock, voting as separate classes, in accordance with the VSCA (the “Company Shareholder Approval”), (a) the execution and delivery by Company of this Merger Agreement, the execution Agreement and delivery by Company of all other Agreements, documents, certificates or other instruments contemplated herebyrequired to be executed by Company in connection herewith, and the consummation by Company of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action, and (b) no other corporate proceedings on the part of Company are necessary to authorize this Merger Agreement and the other Agreements, documents, certificates or other instruments contemplated herebyrequired to be executed by Company in connection herewith, or to consummate the transactions contemplated hereby and thereby, other than approval by the Company Stockholders and the approval and adoption of this Merger Agreement by Company in accordance with Delaware Law and Company's certificate of incorporation and bylaws. This Merger Agreement has been duly executed and delivered by Company and constitutes a legal, valid and binding obligation of Company (assuming the Merger Agreement has been duly executed and delivered by Acquiror and Acquiror Sub and constitutes a legal, valid and binding obligation of Acquiror and Acquiror Sub)Company, enforceable against Company in accordance with its terms, except as such enforceability may be subject to the effects of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting creditors' ’ rights generally and subject to the effects of general equitable principles (whether considered in a proceeding in equity or at law).

Authority; Binding Obligation. The execution and delivery by the Company of this Merger Agreement, the execution and delivery by the Company and the Subsidiaries of all other Agreements, documents, certificates or other instruments Documents contemplated hereby, and the consummation by the Company and the Subsidiaries of the transactions contemplated hereby and thereby, thereby have been duly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company or the Subsidiaries are necessary to authorize this Merger Agreement and the other Agreements, documents, certificates or other instruments Documents contemplated hereby, or to consummate the transactions contemplated hereby and thereby, other than approval by the Company Stockholders and the approval and adoption of this Merger Agreement by the holders of a majority of the outstanding shares of Company Common Stock in accordance with Delaware Law and the Company's certificate of incorporation and bylawsbylaws (assuming neither Acquiror nor Acquisition Sub is an "interested stockholder" of the Company under Section 203 of Delaware Law immediately before the execution and delivery of this Merger Agreement). This Merger Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of Company (assuming the Merger Agreement has been duly executed and delivered by Acquiror and Acquiror Sub and constitutes a legal, valid and binding obligation of Acquiror and Acquiror Sub)Company, enforceable in accordance with its terms, except as such enforceability may be subject to the effects of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting creditors' rights generally and subject to the effects of general equitable principles (whether considered in a proceeding in equity or at law).

Authority; Binding Obligation. The execution and delivery by the Company of this Merger Agreement, the execution and delivery by the Company and the Subsidiaries of all other Agreementsagreements, documents, certificates or other instruments contemplated hereby, and the consummation by the Company and the Subsidiaries of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company or the Subsidiaries are necessary to authorize this Merger Agreement and the other Agreementsagreements, documents, certificates or other instruments contemplated hereby, or to consummate the transactions contemplated hereby and thereby, other than approval by the Company Stockholders and the approval and adoption of this Merger Agreement by the holders of a majority of the voting power attributable to the outstanding shares of Company Common Stock and Company Series A Preferred Stock, voting together as a class, in accordance with Delaware Law and the Company's certificate of incorporation and bylaws. This Merger Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of Company (assuming the Merger Agreement has been duly executed and delivered by Acquiror and Acquiror Sub and constitutes a legal, valid and binding obligation of Acquiror and Acquiror Sub)Company, enforceable in accordance with its terms, except as such enforceability may be subject to the effects of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting creditors' rights generally and subject to the effects of general equitable principles (whether considered in a proceeding in equity or at law); 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 the State of Delaware.

Authority; Binding Obligation. The execution and delivery by the Company of this Merger Agreement, the execution and delivery by the Company and the Subsidiaries of all other Agreements, documents, certificates or other instruments Documents contemplated hereby, and the consummation by the Company and the Subsidiaries of the transactions contemplated hereby and thereby, thereby have been duly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company or the Subsidiaries are necessary to authorize this Merger Agreement and the other Agreements, documents, certificates or other instruments Documents contemplated hereby, or to consummate the transactions contemplated hereby and thereby, other than approval by the Company Stockholders and the approval and adoption of this Merger Agreement by the holders of two-thirds of the outstanding Company Common Shares, the holders of two-thirds of the outstanding Company Series A Preferred Shares and the holders of two-thirds of the outstanding Company Series B Preferred Shares in accordance with Delaware Illinois Law and the Company's certificate articles of incorporation and bylaws. This Merger Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of Company (assuming the Merger Agreement has been duly executed and delivered by Acquiror and Acquiror Sub and constitutes a legal, valid and binding obligation of Acquiror and Acquiror Sub)Company, enforceable in accordance with its terms, except as such enforceability may be subject to the effects of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting creditors' rights generally and subject to the effects of general equitable principles (whether considered in a proceeding in equity or at law).

Authority; Binding Obligation. The execution and delivery by the Company of this Merger Agreement, the execution and delivery by the Company and the Subsidiaries of all other Agreementsagreements, documents, certificates or other instruments contemplated hereby, and the consummation by the Company and the Subsidiaries of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate and shareholder action, and no other corporate or shareholder proceedings on the part of the Company or the Subsidiaries are necessary to authorize this Merger Agreement and the other Agreementsagreements, documents, certificates or other instruments contemplated hereby, or to consummate the transactions contemplated hereby and therebythereby (other than, other than approval with respect to the Merger, the filings and recordation of appropriate merger documents as required by the Company Stockholders and the approval and adoption of this Merger Agreement by Company in accordance with Delaware Law and Company's certificate of incorporation and bylawsLaw). This Merger Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Acquiror, Acquiror Sub and the Company Stockholder, constitutes a legal, valid and binding obligation of Company (assuming the Merger Agreement has been duly executed and delivered by Acquiror and Acquiror Sub and constitutes a legal, valid and binding obligation of Acquiror and Acquiror Sub)Company, enforceable in accordance with its terms, except as such enforceability may be subject to the effects of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting creditors' rights generally and subject to the effects of general equitable principles (whether considered in a proceeding in equity or at law); 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 the State of Delaware.