Authority; Options Sample Clauses

Authority; Options. (a) Seller has all requisite power and authority to enter into this Agreement, and each other agreement, document and instrument to be executed or delivered by it in accordance with this Agreement, including, without limitation, the License Agreement, the ▇▇▇▇ of Sale, the Proprietary Rights Assignments and the Contract Assignments (the "Seller Documents"), and to carry out the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Seller Documents by Seller have been duly authorized and approved by its board of directors and, except for Shareholder Authorization (as hereinafter defined), no other corporate proceedings on the part of Seller are necessary to authorize this Agreement, the Seller Documents and the transactions contemplated hereby and thereby, provided, however, that the consent or approval by the shareholders of Seller is not required for Seller to enter into the License Agreement in order to have such agreement be a legal, valid and binding obligation of Seller enforceable in accordance with its terms. This Agreement has been duly authorized, executed and delivered by Seller and is the legal, valid and binding obligation of Seller enforceable in accordance with its terms, and each of the Seller Documents has been duly authorized by Seller and is, or upon execution and delivery by Seller of any thereof at the Closing will be, a legal, valid and binding obligation of Seller enforceable in accordance with its terms. (a) Except as set forth on Schedule 5.2(b) of the Disclosure Schedule, there are no outstanding subscriptions, options, warrants, calls, puts, contracts, demands, commitments, convertible securities or other agreements or arrangements of any character or nature whatever under which Seller or any shareholder or trustee thereof or holder of a beneficial interest therein is or may become obligated to issue, assign, purchase, acquire or transfer, (i) shares of the capital stock or securities of, or beneficial interest or equity interests in, Seller, or (ii) any of the Purchased Assets (except for non-exclusive licenses entered into in the ordinary course of business on customary terms and conditions).