Common use of Corporate Authority and Approval Clause in Contracts

Corporate Authority and Approval. Each of Parent and, to the extent applicable, Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the Merger and the other transactions contemplated by this Agreement, subject only in the case of Parent to the approval of the Parent Requisite Resolutions and the Parent Director Resolutions (both as defined in Section 3.5) by, on a show of hands, not less than a simple majority of the holders of the outstanding Parent Ordinary Shares, present in person or, on a poll, by the holders of not less than a simple majority of the votes attaching to the Parent Ordinary Shares who vote in person or by proxy (the "Parent Requisite Votes"). The execution and delivery by each of Parent and, to the extent applicable, Merger Sub, of this Agreement, the performance by each of Parent and Merger Sub of its obligations under this Agreement and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, subject only in the case of Parent to the approval of the Parent Requisite Resolutions and the Parent Director Resolutions pursuant to the Parent Requisite Votes, and assuming the due authorization, execution and delivery of this Agreement by the Company, this Agreement constitutes the valid and binding agreement of Parent and, to the extent applicable, Merger Sub, enforceable against Parent and, to the extent applicable, Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. The Board of Directors of Parent has approved this Agreement, the Merger and the other transactions contemplated by this Agreement and has adopted a resolution, subject to Section 3.3.5 of this Agreement, that the Parent's shareholders be recommended to vote in favor of the adoption of the Parent Requisite Resolutions and the Parent Director Resolutions at the Parent Shareholders Meeting (as defined in Section 3.5).

Corporate Authority and Approval. Each of Parent and, to the extent applicable, Merger Sub (a) The Company has all requisite necessary corporate power and authority to execute and deliver this AgreementAgreement and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of the DGCL, to perform its obligations under this Agreement hereunder and to consummate the Merger and the other transactions contemplated by this Agreement, subject only in the case of Parent to the approval of the Parent Requisite Resolutions and the Parent Director Resolutions (both as defined in Section 3.5) by, on a show of hands, not less than a simple majority of the holders of the outstanding Parent Ordinary Shares, present in person or, on a poll, by the holders of not less than a simple majority of the votes attaching to the Parent Ordinary Shares who vote in person or by proxy (the "Parent Requisite Votes")Transactions. The execution and delivery by each of Parent and, to the extent applicable, Merger Sub, of this Agreement, the and performance by each of Parent and Merger Sub of its obligations the Company under this Agreement and the consummation by Parent and Merger Sub the Company of the Merger and the other transactions contemplated by this Agreement Transactions have been duly and validly authorized by all necessary corporate action on the part of Parent the Company and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of the DGCL, no other corporate action on the part of the Company is necessary to authorize the execution and delivery of and performance by the Company under this Agreement and the consummation by the Company of the Transactions. The Company Board, at a meeting duly called and held, unanimously adopted resolutions (i) approving and declaring advisable this Agreement and the Transactions, (ii) declaring that it is in the best interests of the stockholders of the Company that the Company enter into this Agreement and consummate the Transactions on the terms and subject to the conditions set forth in this Agreement, (iii) declaring that the terms of the Offer and Merger Sub, subject only are fair to the Company and the Company’s stockholders and (iv) recommending that the stockholders of the Company accept the Offer and tender their shares of Common Stock to Merger Sub in the case of Parent Offer, which resolutions have not been rescinded, modified or withdrawn in any way other than a rescission, modification or withdrawal made after the date hereof and prior to the approval Offer Closing in accordance with Section 5.4. Except as provided in this Section 3.3(a), no other corporate proceedings on the part of the Parent Requisite Resolutions and Company are necessary to authorize the Parent Director Resolutions pursuant to the Parent Requisite Votes, and assuming the due authorization, execution and delivery of this Agreement by or to consummate the Company, this Agreement constitutes Transactions (other than the valid and binding agreement of Parent and, to the extent applicable, Merger Sub, enforceable against Parent and, to the extent applicable, Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. The Board of Directors of Parent has approved this Agreement, the Merger and the other transactions contemplated by this Agreement and has adopted a resolution, subject to Section 3.3.5 of this Agreement, that the Parent's shareholders be recommended to vote in favor filing of the adoption Certificate of Merger with the Secretary of State of the Parent Requisite Resolutions and the Parent Director Resolutions at the Parent Shareholders Meeting (as defined in Section 3.5State of Delaware).