Common use of Authorization, Approval Clause in Contracts

Authorization, Approval. The individual Stockholders and the ▇▇▇▇▇▇ Trustees, the ▇▇▇▇▇▇▇ Trustee and the ▇▇▇▇▇▇▇ Trustees are adult residents of the State of California and citizens of the United States of America and are legally competent to execute, deliver and perform this Agreement under the laws thereof. Each Stockholder owns and has an unqualified right to sell and shall transfer to MCSC at the Closing upon surrender of his certificates therefor, and MCSC and MCAC will receive, good title to the MW Common Stock, free and clear of any and all mortgages, pledges, security interests, liens, charges, options, conditional sales agreements, claims, restrictions, covenants, title defects or other encumbrances or restrictions of any nature ("Liens"). Other than this Agreement, upon delivery at Closing, the MW Common Stock will not be subject to any stockholders' agreement or voting trust agreement or understanding or proxy, whether in writing or oral, including without limitation, any mortgage, indenture, note, guarantee, lease, license, contract, deed of trust, purchase, sale or other agreement (a "Stock Contract"), including any Stock Contract restricting or otherwise relating to the voting or disposition of