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

Authority; Non-Contravention; Approvals. 4.4.1 Each of the Stockholders and the Company has full right, capacity, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors of the Company and by the Stockholders, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and the Stockholders, and, assuming the due authorization, execution and delivery hereof by Compass, constitutes a valid and legally binding agreement of the Company and the Stockholders, enforceable against the Company and the Stockholders in accordance with its terms, except that such enforcement may be subject to (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. 4.4.1 Each of the Stockholders and the (a) The Company has full right, capacity, corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors of the Company and by the Stockholders, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and the Stockholders, and, assuming the due authorization, execution and delivery hereof by CompassPalEx and Main Street, constitutes a valid and legally binding agreement of the Company and the Stockholders, enforceable against the Company and the Stockholders in accordance with its terms, except that such enforcement may be subject to (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. 4.4.1 Each of the Stockholders and the (a) The Company has full right, capacity, corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors of the Company and by the Stockholders, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and the Stockholders, and, assuming the due authorization, execution and delivery hereof by CompassPalEx, Subsidiary and Main Street, constitutes a valid and legally binding agreement of the Company and the Stockholders, enforceable against the Company and the Stockholders in accordance with its terms, except that such enforcement may be subject to (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. 4.4.1 Each of the Stockholders and the (a) The Company has full right, capacity, corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors of the Company and by the StockholdersStockholder, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and the StockholdersStockholder, and, assuming the due authorization, execution and delivery hereof by CompassPalEx, Subsidiary and Main Street, constitutes a valid and legally binding agreement of the Company and the StockholdersStockholder, enforceable against the Company and the Stockholders Stockholder in accordance with its terms, except that such enforcement may be subject to (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. 4.4.1 Each of the Stockholders and the 4.3.1 The Company has full right, capacity, power and authority to enter into this Agreement and, subject to the approval of the Merger and the transactions contemplated hereby by the Company's stockholders, to consummate the transactions contemplated hereby. This The execution, delivery and performance of this Agreement has been approved by the Board of Directors of the Company and have been duly authorized by the Stockholders, and no other all necessary corporate proceedings action on the part of the Company are necessary Company, subject to authorize the execution approval of the Merger and delivery of this Agreement or the consummation by the Company of the transactions contemplated herebyhereby by the Company's stockholders. This Agreement has been duly executed and delivered by the Company and the StockholdersCompany, and, assuming the due authorization, execution and delivery hereof by CompassCenterprise, constitutes a valid and legally binding agreement of the Company and the StockholdersCompany, enforceable against the Company and the Stockholders in accordance with its terms, except that such enforcement may be subject to (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. 4.4.1 Each of the Stockholders Stockholder and the Company has full right, capacity, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors of the Company and by the Stockholdersstockholders of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and the StockholdersStockholder, and, assuming the due authorization, execution and delivery hereof by Compass, constitutes a valid and legally binding agreement of the Company and the StockholdersStockholder, enforceable against the Company and the Stockholders Stockholder in accordance with its terms, except that such enforcement may be subject to (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. 4.4.1 Each of the Stockholders and the Company (a) The Seller has full right, capacity, power and authority to enter into execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been approved by the Board respective boards of Directors directors, partners and/or members of the Company and by the StockholdersCompanies, and no other corporate proceedings on the part of the Company Seller are necessary to authorize the execution and delivery of this Agreement by the Seller or the consummation by the Company Seller of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and the StockholdersSeller, and, assuming the due authorization, execution and delivery hereof by Compassthe other Parties, constitutes a valid and legally binding agreement of the Company and the StockholdersSeller, enforceable against the Company and the Stockholders Seller in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally generally, and (ii) general equitable principles.

Authority; Non-Contravention; Approvals. 4.4.1 Each of the Stockholders and the (a) The Company has full right, capacity, corporate power and authority to enter into this Agreement and and, subject to the Company Shareholder Approval, to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors of the Company and by the StockholdersCompany, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or or, except for the Company Shareholder Approval, the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and the StockholdersCompany, and, assuming the due authorization, execution and delivery hereof by CompassParent and Merger Sub, constitutes a valid and legally binding agreement of the Company and the StockholdersCompany, enforceable against the Company and the Stockholders in accordance with its terms, except that such enforcement may be subject to (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. 4.4.1 Each of the Stockholders and the 4.3.1 The Company has full right, capacity, power and authority to enter into this Agreement and, subject to the approval of the Merger and the transactions contemplated hereby by the Stockholders, to consummate the transactions contemplated hereby. This The execution, delivery and performance of this Agreement by the Company has been approved duly authorized by the Board of Directors of the Company and by the Stockholders, and no other all necessary corporate proceedings action on the part of the Company are necessary Company, subject to authorize the execution approval of the Merger and delivery of this Agreement or the consummation by the Company of the transactions contemplated herebyhereby by the Stockholders. This Agreement has been duly executed and delivered by the Company and the StockholdersCompany, and, assuming the due authorization, execution and delivery hereof by CompassCenterprise, constitutes a valid and legally binding agreement of the Company and the StockholdersCompany, enforceable against the Company and the Stockholders in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles.