Common use of Authority Relative to Agreements Clause in Contracts

Authority Relative to Agreements. The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to approval of the Merger and this Agreement by (i) the holders of a majority of the issued and outstanding Company Common Stock and (ii) a Majority Vote of the Public Stockholders (as defined in Section 8.3), in each case as set forth herein (collectively, the "Required Vote"), to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company (subject to the approval and adoption of the Merger and this Agreement by the Required Vote, and, with respect to the Merger, the filing of appropriate merger documents as required by the DGCL). The Board of Directors of the Company has [unanimously] resolved to recommend that the shareholders of the Company approve and adopt this Agreement, provided, that such approval and recommendation may be withdrawn or modified if permitted pursuant to Section 5.3. This Agreement has been duly executed and delivered by the Company and, assuming the valid authorization, execution and delivery hereof by each of Parent and Sub, constitutes the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting or relating to the enforcement of creditors' rights generally and by general principles of equity. The action of the Board of Directors of the Company in approving the Merger and this Agreement and the transactions contemplated by this Agreement is sufficient to render inapplicable to the Merger and this Agreement the provisions of Section 203 of the DGCL and to the knowledge of the Company no other state takeover statute or similar statute or regulation applies to the Merger, this Agreement or any of the transactions contemplated hereby.

Authority Relative to Agreements. The Company Purchaser has all necessary corporate power and authority for such entity to execute and deliver this Agreement andand the Registration Rights Agreement, subject to approval of the Merger perform its obligations hereunder and this Agreement by (i) the holders of a majority of the issued thereunder and outstanding Company Common Stock and (ii) a Majority Vote of the Public Stockholders (as defined in Section 8.3), in each case as set forth herein (collectively, the "Required Vote"), to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance of this Agreement by the Company Purchaser, and the consummation by the Company Purchaser of the transactions contemplated hereby hereby, have been duly authorized by the Board of Directors of the Purchaser and validly no other corporate or other proceedings on the part of the Purchaser are necessary to authorize this Agreement and the consummation by the Purchaser of such transactions (including without limitation, the amendment to the Certificate of Incorporation of the Purchaser by the Certificate of Designation). The execution, delivery and performance of the Registration Rights Agreement by the Purchaser and the consummation by the Purchaser of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of the Company (subject to the approval and adoption of the Merger and this Agreement by the Required Vote, and, with respect to the Merger, the filing of appropriate merger documents as required by the DGCL). The Board of Directors of the Company has [unanimously] resolved to recommend that the shareholders of the Company approve and adopt this Agreement, provided, that such approval and recommendation may be withdrawn or modified if permitted pursuant to Section 5.3Purchaser. This Agreement has been duly executed and delivered by the Company Purchaser and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) or by an implied covenant of good faith and fair dealing. On the Closing Date, the Registration Rights Agreement will be validly executed and delivered by the Purchaser and, assuming the valid due authorization, execution and delivery hereof by each of Parent and Subthe Fund constitute a legal, constitutes the valid and binding obligation of the Company Purchaser, enforceable against the Company Purchaser in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting or relating to the enforcement of or affecting creditors' rights generally and generally, by general equitable principles (regardless of equity. The action whether such enforceability is considered in a proceeding in equity or at law) or by an implied covenant of the Board of Directors of the Company in approving the Merger good faith and this Agreement and the transactions contemplated by this Agreement is sufficient to render inapplicable to the Merger and this Agreement the provisions of Section 203 of the DGCL and to the knowledge of the Company no other state takeover statute or similar statute or regulation applies to the Merger, this Agreement or any of the transactions contemplated herebyfair dealing.

Authority Relative to Agreements. The Company Subject to the Bankruptcy Court's entry of the Sale Order, Seller has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and, subject and the other agreements to approval of the Merger which Seller is a party contemplated hereby and this Agreement by (i) the holders of a majority of the issued to carry out its obligations hereunder and outstanding Company Common Stock and (ii) a Majority Vote of the Public Stockholders (as defined in Section 8.3), in each case as set forth herein (collectively, the "Required Vote"), to consummate the transactions contemplated herebythereunder. The execution, execution and delivery and performance of this Agreement and the other agreements to which Seller is a party contemplated hereby by the Company Seller and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of Seller and its stockholders and, prior to the Closing Date, will be duly authorized by the Bankruptcy Court. Following the approval of this Agreement and the other agreements to which Seller is a party contemplated hereby by the Bankruptcy Court pursuant to the Sale Order, each of this Agreement and the other agreements to which Seller is a party contemplated hereby will have been duly and validly authorized executed by all necessary corporate action on the part of the Company (subject to the approval and adoption of the Merger and this Agreement by the Required Vote, and, with respect to the Merger, the filing of appropriate merger documents as required by the DGCL). The Board of Directors of the Company has [unanimously] resolved to recommend that the shareholders of the Company approve and adopt this Agreement, provided, that such approval and recommendation may be withdrawn or modified if permitted pursuant to Section 5.3. This Agreement has been duly executed and delivered by the Company Seller and, assuming the valid due authorization, execution execution, and delivery hereof of this Agreement and such other agreements by each of Parent and Subthe other parties thereto, constitutes will constitute the valid legal, valid, and binding obligation of the Company Seller enforceable against the Company in accordance with its terms, except (i) as enforcement may be be, after Seller's emergence from its pending bankruptcy, limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar laws Laws affecting or relating to the enforcement of creditors' rights generally generally, and by general principles (ii) that the availability of equity. The action equitable remedies, including specific performance, is subject to the discretion of the Board of Directors of the Company in approving the Merger and this Agreement and the transactions contemplated by this Agreement is sufficient to render inapplicable to the Merger and this Agreement the provisions of Section 203 of the DGCL and to the knowledge of the Company no other state takeover statute or similar statute or regulation applies to the Merger, this Agreement or court before which any of the transactions contemplated herebyproceeding therefor may be brought.

Authority Relative to Agreements. The Company Purchaser has all necessary corporate power and authority for such entity to execute and deliver this Agreement andand the Registration Rights Agreement, subject to approval of the Merger perform its obligations hereunder and this Agreement by (i) the holders of a majority of the issued thereunder and outstanding Company Common Stock and (ii) a Majority Vote of the Public Stockholders (as defined in Section 8.3), in each case as set forth herein (collectively, the "Required Vote"), to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance of this 40 34 Agreement by the Company Purchaser, and the consummation by the Company Purchaser of the transactions contemplated hereby hereby, have been duly authorized by the Board of Directors of the Purchaser and validly no other corporate or other proceedings on the part of the Purchaser are necessary to authorize this Agreement and the consummation by the Purchaser of such transactions (including without limitation, the amendment to the Certificate of Incorporation of the Purchaser by the Certificate of Designation). The execution, delivery and performance of the Registration Rights Agreement by the Purchaser and the consummation by the Purchaser of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of the Company (subject to the approval and adoption of the Merger and this Agreement by the Required Vote, and, with respect to the Merger, the filing of appropriate merger documents as required by the DGCL). The Board of Directors of the Company has [unanimously] resolved to recommend that the shareholders of the Company approve and adopt this Agreement, provided, that such approval and recommendation may be withdrawn or modified if permitted pursuant to Section 5.3Purchaser. This Agreement has been duly executed and delivered by the Company Purchaser and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) or by an implied covenant of good faith and fair dealing. On the Closing Date, the Registration Rights Agreement will be validly executed and delivered by the Purchaser and, assuming the valid due authorization, execution and delivery hereof by each of Parent and Subthe Fund constitute a legal, constitutes the valid and binding obligation of the Company Purchaser, enforceable against the Company Purchaser in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting or relating to the enforcement of or affecting creditors' rights generally and generally, by general equitable principles (regardless of equity. The action whether such enforceability is considered in a proceeding in equity or at law) or by an implied covenant of the Board of Directors of the Company in approving the Merger good faith and this Agreement and the transactions contemplated by this Agreement is sufficient to render inapplicable to the Merger and this Agreement the provisions of Section 203 of the DGCL and to the knowledge of the Company no other state takeover statute or similar statute or regulation applies to the Merger, this Agreement or any of the transactions contemplated herebyfair dealing.