Common use of Authority; Non-Contravention; Approvals Clause in Contracts

Authority; Non-Contravention; Approvals. (a) Parent and Merger Sub have all necessary power and authority to execute and deliver this Agreement, to perform their respective obligations hereunder and to consummate the Offer, the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by Parent and Merger Sub of this Agreement, and the consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Offer or Merger or the other transactions contemplated by this Agreement (other than the filing and recordation of the Certificate of Merger as required by the DGCL and approval of this Agreement by Parent as the sole stockholder of Merger Sub (which approval of Parent shall be obtained promptly after the date hereof)). This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a valid and binding obligations of Parent and Merger Sub enforceable against Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting the rights and remedies of creditors generally and the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). No vote or approval of the holders of Parent Stock is required to approve the Share Issuance.

Authority; Non-Contravention; Approvals. (a) Each of Parent and Merger Sub have all necessary has full corporate power and authority to execute enter into this Agreement and deliver this Agreement, to perform their respective obligations hereunder the CVR Agreement and to consummate the Offer, the Merger transactions contemplated hereby and thereby. This Agreement and the other transactions contemplated CVR Agreement have been unanimously approved by this Agreement. The execution, delivery and performance by the Board of Directors of each of Parent and Merger Sub of this AgreementSub, and the consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, have been duly authorized by all necessary corporate action on the part of Parent and as sole stockholder in Merger Sub, and no other corporate proceedings on the part of either Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement or to consummate the Offer or Merger CVR Agreement or the other consummation by each of Parent and Merger Sub of the transactions contemplated by this Agreement (other than the filing hereby and recordation of the Certificate of Merger as required by the DGCL and approval of this Agreement by Parent as the sole stockholder of Merger Sub (which approval of Parent shall be obtained promptly after the date hereof))thereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub Sub, and, assuming the due authorization, execution and delivery hereof and thereof by the Company, constitutes a valid and legally binding obligations agreement of each of Parent and Merger Sub Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, except as that such enforceability enforcement may be limited by subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws affecting or relating to or affecting the enforcement of creditors' rights and remedies of creditors generally and the effect of (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)equitable principles. No vote or approval Upon execution and delivery of the holders CVR Agreement by Parent, Merger Sub, and assuming the due authorization, execution and delivery thereof by each of the other parties thereto, the CVR Agreement will constitute a valid and legally binding agreement of each of Parent Stock is required and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, except that such enforcement may be subject to approve the Share Issuance(i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles.

Authority; Non-Contravention; Approvals. (a) Parent and Merger Sub have has all necessary power and authority to execute and deliver this Agreement, to perform their respective its obligations hereunder and, subject to obtaining necessary stockholder approval in connection with this Agreement and the Merger, to consummate the Offer, the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by Parent and Merger Sub of this Agreement, and the consummation by Parent of the Offer, the Merger and the other transactions contemplated by this Agreement, have been duly authorized by all necessary corporate action on the part of Parent and Merger SubParent, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Offer or Merger or the other transactions contemplated by this Agreement (other than the approval of the Share Issuance by Parent’s stockholders and the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCL and approval of this Agreement by Parent as the sole stockholder of Merger Sub (which approval of Parent shall be obtained promptly after the date hereof)). This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a valid and binding obligations obligation of Parent and Merger Sub enforceable against Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting the rights and remedies of creditors generally and the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). No The affirmative vote or approval of the holders of a majority of the outstanding Parent Common Stock entitled to vote at a duly called and held meeting of the Company’s stockholders is required the only vote of the holders of capital stock of the Company necessary to approve and adopt this Agreement and the Share IssuanceMerger (the “Parent Stockholder Approval”).

Authority; Non-Contravention; Approvals. (a) Parent has, and Merger Acquisition Sub have all necessary shall have, full corporate power and authority to execute enter into this Agreement and deliver this Agreementsubject to obtaining the Parent Required Approvals, to perform their respective obligations hereunder and to consummate the Offer, the Merger and the other transactions contemplated by this Agreementhereby. The execution, delivery and performance of this Agreement and the consummation by Parent and Merger Acquisition Sub of this Agreement, and the consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, hereby have been duly authorized by all necessary corporate action on the part Parent's, and will have been duly authorized by, Acquisition Sub's Boards of Parent and Merger SubDirectors, and no other corporate proceedings on the part of Parent or Merger and Acquisition Sub are necessary to authorize this Agreement or to consummate the Offer or Merger or the other transactions contemplated by this Agreement (other than the filing execution and recordation of the Certificate of Merger as required by the DGCL and approval delivery of this Agreement and the consummation by Parent as and Acquisition Sub of the sole stockholder transactions contemplated hereby except for the obtaining of Merger Sub (which approval the Parent Required Approvals and the formation of Parent shall be obtained promptly after the date hereof))Acquisition Sub. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub Parent, and, assuming the due authorization, execution and delivery hereof by the Company, constitutes a valid and legally binding obligations agreement of Parent and Merger Sub enforceable against Parent and Merger Sub it in accordance with its terms, except as such enforceability to the extent that enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium laws of bankruptcy or similar Laws insolvency or laws relating to or affecting the creditor's rights and remedies of creditors generally and the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). No vote or approval of the holders of Parent Stock is required to approve the Share Issuancegenerally.

Authority; Non-Contravention; Approvals. (a) Parent and Merger Sub have all necessary power ATLANTIC has full power, corporate or otherwise, and authority to execute enter into this Agreement and deliver this Agreementthe Related Agreements to which it is a party and, subject to perform their respective obligations hereunder ATLANTIC Shareholders' Approval and ATLANTIC Required Statutory Approvals, to consummate the Offer, the Merger transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the other transactions contemplated by this Agreement. The execution, delivery and performance by Parent and Merger Sub of this AgreementRelated Agreements to which it is a party, and the consummation by ATLANTIC of the Offer, the Merger and the other transactions contemplated by this Agreementhereby and thereby, have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, ATLANTIC Board and no other corporate proceedings on the part of Parent or Merger Sub ATLANTIC are necessary to authorize the execution and delivery of this Agreement or to consummate the Offer or Merger or Related Agreements and the other consummation by ATLANTIC of the transactions contemplated by this Agreement (other than hereby and thereby, except for ATLANTIC Shareholders' Approval and the filing and recordation obtaining of the Certificate of Merger as required by the DGCL and approval of this Agreement by Parent as the sole stockholder of Merger Sub (which approval of Parent shall be obtained promptly after the date hereof))ATLANTIC Required Statutory Approvals. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub ATLANTIC, and, assuming the due authorization, execution and delivery hereof by the CompanySCG, constitutes a valid and binding obligations agreement of Parent and Merger Sub ATLANTIC enforceable against Parent and Merger Sub ATLANTIC in accordance with its terms, except as that such enforceability enforcement may be limited by subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws affecting or relating to enforcement of creditors' rights generally, (ii) general equitable principles and (iii) to the extent this Agreement or affecting the rights and remedies of creditors generally and the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). No vote or approval any of the holders Related Agreements contains indemnification provisions for violations of Parent Stock is required to approve the Share Issuancefederal or state securities laws, as enforceability of such provisions may be limited under federal and state securities laws.

Authority; Non-Contravention; Approvals. (a) Parent and Merger Sub have has all necessary power and authority to execute and deliver this Agreement, to perform their respective its obligations hereunder and, subject to obtaining necessary stockholder approval in connection with this Agreement and the Merger, to consummate the Offer, the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by Parent and Merger Sub of this Agreement, and the consummation by Parent of the Offer, the Merger and the other transactions contemplated by this Agreement, have been duly authorized by all necessary corporate action on the part of Parent and Merger SubParent, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Offer or Merger or the other transactions contemplated by this Agreement (other than the approval of the Share Issuance by Parent’s stockholders and the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCL and approval of this Agreement by Parent as the sole stockholder of Merger Sub (which approval of Parent shall be obtained promptly after the date hereof)). This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a valid and binding obligations obligation of Parent and Merger Sub enforceable against Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting the rights and remedies of creditors generally and the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). No The affirmative vote or approval of the holders of Parent Common Stock representing a majority of the votes cast on the proposal relating to the Share Issuance, provided that the total vote cast on the proposal represents over 50% in interest of all shares of Parent Common Stock entitled to vote on the proposal, is required the only vote of the holders of capital stock of Parent necessary to approve the Share IssuanceIssuance (the “Parent Stockholder Approval”).

Authority; Non-Contravention; Approvals. (a) Parent and Merger Sub have has all necessary power and authority to execute and deliver this Agreement, to perform their respective its obligations hereunder and, subject to obtaining necessary stockholder approval in connection with this Agreement and the Merger, to consummate the Offer, the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by Parent and Merger Sub of this Agreement, and the consummation by Parent of the Offer, the Merger and the other transactions contemplated by this Agreement, have been duly authorized by all necessary corporate action on the part of Parent and Merger SubParent, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Offer or Merger or the other transactions contemplated by this Agreement (other than the approval of the Share Issuance by Parent's stockholders and the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCL and approval of this Agreement by Parent as the sole stockholder of Merger Sub (which approval of Parent shall be obtained promptly after the date hereof)). This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a valid and binding obligations obligation of Parent and Merger Sub enforceable against Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting the rights and remedies of creditors generally and the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). No The affirmative vote or approval of the holders of Parent Common Stock representing a majority of the votes cast on the proposal relating to the Share Issuance, provided that the total vote cast on the proposal represents over 50% in interest of all shares of Parent Common Stock entitled to vote on the proposal, is required the only vote of the holders of capital stock of Parent necessary to approve the Share IssuanceIssuance (the "PARENT STOCKHOLDER APPROVAL").

Authority; Non-Contravention; Approvals. (a) Parent and Merger Sub have all necessary has the requisite corporate power and authority to execute and deliver enter into this AgreementAgreement and, subject to the Parent Stockholders’ Written Consent, to perform their respective its obligations hereunder and to consummate the Offer, the Merger and the other transactions contemplated by this Agreementhereby. The execution, execution and delivery and performance by Parent and Merger Sub of this Agreement, the performance by Parent of its obligations hereunder and the consummation by Parent of the Offer, the Merger and the other transactions contemplated by this Agreement, hereby have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other corporate proceedings on subject only to the part Parent Stockholders’ Written Consent, the adoption of this Agreement by Parent or as sole stockholder of Merger Sub are necessary to authorize this Agreement or to consummate immediately following the Offer or Merger or the other transactions contemplated by this Agreement (other than execution hereof, and the filing and recordation of the Certificate of Merger as required by pursuant to Delaware Law. The Parent Requisite Vote is the DGCL and approval of this Agreement by only vote necessary to adopt or approve the matters set forth in the Parent as the sole stockholder of Merger Sub (which approval of Parent shall be obtained promptly after the date hereof))Stockholders’ Written Consent. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement by Company and the CompanyCompany Stockholders, this Agreement constitutes a the valid and binding obligations obligation of Parent and Merger Sub Sub, enforceable against Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or bankruptcy and other similar Laws relating to or affecting the rights laws and remedies of creditors generally and the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). No vote or approval of the holders of Parent Stock is required to approve the Share Issuanceequity.

Authority; Non-Contravention; Approvals. (a) Parent and Merger Sub have all necessary power and authority to execute and deliver this Agreement, to perform their respective obligations hereunder and and, subject to obtaining the Required Parent Stockholder Vote to consummate the Offer, the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by Parent and Merger Sub of this Agreement, and the consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Offer or Merger or the other transactions contemplated by this Agreement (other than (i) the filing and recordation of the Certificate of Merger as required by the DGCL DGCL, (ii) obtaining the Required Parent Stockholder Vote and (iii) approval of this Agreement by Parent as the sole stockholder of Merger Sub (which approval of Parent shall be obtained promptly after the date hereof))Sub. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a valid and binding obligations of Parent and Merger Sub enforceable against Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting the rights and remedies of creditors generally and the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding Proceeding in equity or at law). No vote or approval of the holders of Parent Stock is required to approve the Share Issuance.

Authority; Non-Contravention; Approvals. (a) Parent and Merger Sub Acquisition each have all necessary full corporate power and authority to execute and deliver enter into this AgreementAgreement and, subject to perform their respective obligations hereunder and the Parent Required Statutory Approvals (as defined in Section 4.3(c) hereof), to consummate the Offer, the Merger and the other transactions contemplated hereby. This Agreement has been approved by this Agreement. The execution, delivery and performance by Parent and Merger Sub the boards of this Agreement, and the consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, have been duly authorized by all necessary corporate action on the part directors of Parent and Merger SubAcquisition and by Parent as the sole stockholder of Acquisition, and no other corporate proceedings on the part of Parent or Merger Sub Acquisition are necessary to authorize the execution and delivery of this Agreement or to consummate the Offer or Merger or consummation by Parent and Acquisition of the other transactions contemplated by this Agreement (other than the filing and recordation of the Certificate of Merger as required by the DGCL and approval of this Agreement by Parent as the sole stockholder of Merger Sub (which approval of Parent shall be obtained promptly after the date hereof))hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub Acquisition, and, assuming the due authorization, execution and delivery hereof by the Company, constitutes a valid and legally binding obligations agreement of each of Parent and Merger Sub Acquisition enforceable against Parent and Merger Sub each of them in accordance with its terms, except as that such enforceability enforcement may be limited by subject to (i) bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium or other similar Laws laws affecting or relating to or affecting the enforcement of creditors' rights and remedies of creditors generally and (ii) general equitable principles, and except that the effect availability of general principles equitable remedies, including specific performance and injunctive relief, is subject to the discretion of equity the court before which any proceedings may be brought. (regardless b) Except as set forth on Schedule 4.3(b) attached hereto, the execution and delivery of whether such enforceability is considered this Agreement by each of Parent and Acquisition do not violate, conflict with or result in a proceeding breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in equity the termination of, or at accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Parent or any of its subsidiaries under any of the terms, conditions or provisions of (i) the respective charters or bylaws of Parent or any of its subsidiaries, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority applicable to Parent or any of its subsidiaries or any of their respective properties or assets or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which Parent or any of its subsidiaries is now a party or by which Parent or any of its subsidiaries or any of their respective properties or assets may be bound or affected. The consummation by Parent and Acquisition of the transactions contemplated hereby will not result in any violation, conflict, breach, termination, acceleration or creation of liens under any of the terms, conditions or provisions described in clauses (i) through (iii) of the preceding sentence, subject to (x) in the case of the terms, conditions or provisions described in clause (ii) above, obtaining (prior to the Effective Time) the Parent Required Statutory Approvals (as defined in Section 4.3(c) hereof) and (y) in the case of the terms, conditions or provisions described in clause (iii) above, obtaining (prior to the Effective Time) consents required from commercial lenders, lessors or other third parties named in Schedule 4.3(b) attached hereto. Set forth on Schedule 4.3(b) attached hereto is a list of hospital contracts with respect to which the consent of any party other than Parent is required in order that consummation by Parent of the transactions contemplated hereby will not result in a breach or termination of the respective contracts. Excluded from the foregoing sentences of this paragraph (b), insofar as they apply to the terms, conditions or provisions described in clauses (ii) and (iii) of the first sentence of this paragraph (b), are such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that would not have a Parent Material Adverse Effect. No vote (c) Except for (i) the filings by Parent and the Company required by the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing of the Proxy Statement/Prospectus (as defined in Section 4.8 hereof) with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and the declaration of the effectiveness thereof by the Commission and filings with various state blue sky authorities, (iii) the making of the Merger Filing with the Secretary of State of the State of Delaware in connection with the Merger and (iv) any other required filings with or approvals from applicable Federal and state governmental authorities (the filings and approvals referred to in clauses (i) through (iv) are collectively referred to as the "Parent Required Statutory Approvals"), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for the execution and A-7 11 delivery of this Agreement by Parent or Acquisition or the consummation by Parent or Acquisition of the holders of transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not have a Parent Stock is required to approve the Share Issuance.Material Adverse Effect. SECTION 4.4