Common use of Corporate Authority; Approval Clause in Contracts

Corporate Authority; Approval. (i) Parent has all requisite corporate power and authority and has taken all corporate action necessary (including the approval of its shareholders) in order to execute, deliver and perform its obligations under this Agreement and to consummate the Merger. This Agreement is a valid and binding agreement of Parent and enforceable against Parent in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Corporate Authority; Approval. (ia) Parent has all requisite corporate power and authority authority, and has taken all corporate action necessary (including the approval of its shareholders) in order order, to execute, deliver and perform its obligations under this Agreement and the Stock Option Agreement and to consummate the Mergertransactions contemplated hereby and thereby, subject only to receipt of the approvals referred to in Section 6.3. This Agreement is a and the Stock Option Agreement are the valid and binding agreement agreements of Parent and enforceable against Parent in accordance with its their terms, subject to the Bankruptcy and Equity Exception.