Corporate Authority and Approval. (a) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform under this Agreement and to consummate the transactions contemplated by this Agreement, subject only to obtaining the Requisite Company Vote. This Agreement has been duly executed and delivered by the Company and, assuming due execution and delivery by Xxxxxx and Merger Sub, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to the Bankruptcy and Equity Exception. The Requisite Company Vote is the only approval of the Shares or any class or series of securities of the Company necessary to approve or adopt this Agreement and the transactions contemplated by this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Voya Financial, Inc.), Agreement and Plan of Merger (Benefitfocus, Inc.), Agreement and Plan of Merger (Benefitfocus, Inc.)
Corporate Authority and Approval. (a) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform under this Agreement and to consummate the transactions contemplated by this Agreement, subject only to obtaining the Requisite Company Vote. This Agreement has been duly executed and delivered -29- by the Company and, assuming due execution and delivery by Xxxxxx and Merger Sub, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to the Bankruptcy and Equity Exception. The Requisite Company Vote is the only approval of the Shares or any class or series of securities of the Company necessary to approve or adopt this Agreement and the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Voya Financial, Inc.), Agreement and Plan of Merger (Voya Financial, Inc.)
