Common use of Corporate Authority; Non-contravention Clause in Contracts

Corporate Authority; Non-contravention. (a) APP has all requisite corporate power and authority to enter into this Agreement and the Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Transaction Documents to which it is a party by APP and the consummation by APP of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of APP. The Board of Directors of APP (at a meeting duly called and held) has, by the unanimous vote of all directors of APP: (i) determined that entering this Agreement and consummating the transactions contemplated hereby, including the APP Merger, are advisable and fair to, and in the best interests of, APP and its stockholders; (ii) authorized and approved the execution, delivery and performance of this Agreement by APP and approved the APP Merger; and (iii) recommended the adoption and approval of this Agreement by the holders of APP Stock, and such resolutions have not been rescinded, modified or withdrawn in any way. This Agreement and the Transaction Documents to which APP is a party have been duly executed and delivered by APP and, assuming the due authorization, execution and delivery of this Agreement and such Transaction Documents by the other parties thereto, this Agreement and such Transaction Documents constitute the legal, valid and binding obligation of APP, enforceable against APP in accordance with their respective terms, except that (A) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”).

Corporate Authority; Non-contravention. (ai) APP Raytheon has all requisite corporate power and authority to enter into this Agreement and and, subject to the Transaction Documents to which it is a party and Raytheon Stockholder Approval, to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Transaction Documents to which it is a party by APP Raytheon and the consummation by APP Raytheon of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of APPRaytheon, subject, in the case of the Merger, to the Raytheon Stockholder Approval. The Board of Directors of APP Raytheon (at a meeting duly called and held) has, by the unanimous vote of all directors of APP: Raytheon, (iA) determined that entering into this Agreement and consummating the transactions contemplated hereby, including the APP Merger, are advisable and fair to, and in the best interests of, APP Raytheon and its stockholders; , (iiB) authorized and approved the execution, delivery and performance of this Agreement by APP Raytheon and approved the APP Merger; Merger and (iiiC) recommended resolved to recommend the adoption and approval of this Agreement by the holders of APP StockRaytheon Common Stock and directed that this Agreement be submitted for consideration by Raytheon’s stockholders at the Raytheon Stockholders Meeting, and and, subject to Section 5.2(b), such resolutions have not been rescinded, modified or withdrawn in any way. This Agreement and the Transaction Documents to which APP is a party have has been duly executed and delivered by APP Raytheon and, assuming the due authorization, execution and delivery of this Agreement by UTC and such Transaction Documents by the other parties theretoMerger Sub, this Agreement and such Transaction Documents constitute constitutes the legal, valid and binding obligation of APPRaytheon, enforceable against APP Raytheon in accordance with their respective its terms, except that (A1) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (B2) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”).

Corporate Authority; Non-contravention. (ai) APP Amedisys has all requisite corporate power and authority to enter into this Agreement and and, subject to the Transaction Documents Amedisys Stockholder Approval, to which it is a party perform its obligations hereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and by Amedisys, the Transaction Documents to which it is a party performance by APP Amedisys of its obligations hereunder and the consummation by APP Amedisys of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of APPAmedisys, subject, in the case of the Merger, to the Amedisys Stockholder Approval. The Board of Directors of APP Amedisys (at a meeting duly called and held) has, by the unanimous vote of all directors of APP: Amedisys, (iA) approved and declared advisable this Agreement and the transactions contemplated by this Agreement, including the Merger, on the terms and subject to the conditions set forth in this Agreement, (B) determined that entering this Agreement and consummating the transactions contemplated herebyby this Agreement, including the APP Merger, are advisable and fair to, and in the best interests of, APP Amedisys and its stockholders; the stockholders of Amedisys, (iiC) authorized and approved resolved to recommend the execution, delivery and performance adoption of this Agreement by APP to the stockholders of Amedisys, on the terms and approved subject to the APP Merger; conditions set forth in this Agreement, and (iiiD) recommended the adoption and approval of directed that this Agreement by be submitted to the holders stockholders of APP StockAmedisys for adoption at the Amedisys Stockholders Meeting, and, except to the extent expressly permitted pursuant to Section 5.2(b) and Section 5.2(d), such resolutions have not been rescinded, modified or withdrawn in any way. This Agreement and the Transaction Documents to which APP is a party have has been duly executed and delivered by APP Amedisys and, assuming the due authorization, execution and delivery of this Agreement by OPCH and such Transaction Documents by the other parties theretoMerger Sub, this Agreement and such Transaction Documents constitute constitutes the legal, valid and binding obligation of APPAmedisys, enforceable against APP Amedisys in accordance with their respective its terms, except that (A1) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (B2) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”).

Corporate Authority; Non-contravention. (ai) APP Telaria has all requisite corporate power and authority to enter into this Agreement and and, subject to the Transaction Documents to which it is a party and Telaria Stockholder Approval, to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Transaction Documents to which it is a party by APP Telaria and the consummation by APP Telaria of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of APPTelaria, subject, in the case of the Merger, to the Telaria Stockholder Approval. The Board of Directors of APP Telaria (at a meeting duly called and held) has, by the unanimous vote of all directors of APP: Telaria, (iA) determined that entering into this Agreement and consummating the transactions contemplated hereby, including the APP Merger, are advisable and fair to, and in the best interests of, APP Telaria and its stockholders; , (iiB) authorized and approved the execution, delivery and performance of this Agreement by APP Telaria and approved the APP Merger; Merger and (iiiC) recommended resolved to recommend the adoption and approval of this Agreement by the holders of APP StockTelaria Common Stock and directed that this Agreement be submitted for consideration by Telaria’s stockholders at the Telaria Stockholders Meeting, and and, subject to Section 5.2(b), such resolutions have not been rescinded, modified or withdrawn in any way. This Agreement and the Transaction Documents to which APP is a party have has been duly executed and delivered by APP Telaria and, assuming the due authorization, execution and delivery of this Agreement by Rubicon Project and such Transaction Documents by the other parties theretoMerger Sub, this Agreement and such Transaction Documents constitute constitutes the legal, valid and binding obligation of APPTelaria, enforceable against APP Telaria in accordance with their respective its terms, except that (A1) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Applicable Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (B2) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”).

Corporate Authority; Non-contravention. (a) APP The Company has all the requisite corporate power and authority to enter into this Agreement and and, except for the Transaction Documents to which it is a party and receipt of the Company Stockholder Approval, to consummate the transactions contemplated hereby and therebyhereby. The execution separate affirmative votes of the holders of (i) a majority of the Preferred Company Stock and delivery (ii) a majority of this Agreement and the Transaction Documents to which it is a party votes represented by APP and the Company Shares (including, for the avoidance of doubt, the votes represented by the Preferred Company Stock) are the only votes of the holders of the Company’s Shares required in connection with the consummation by APP of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on Merger (the part of APP“Company Stockholder Approval”). The Company Board of Directors of APP (at a duly held meeting duly called and held) has, by the unanimous vote of all directors of APP: (i) determined that entering this Agreement the Merger and consummating the other transactions contemplated hereby, including the APP Merger, hereby are advisable and fair to, and in the best interests of, APP of the Company and its stockholders, and declared it advisable to enter into this Agreement; (ii) authorized and approved the execution, delivery and performance of this Agreement by APP and approved the APP consummation of the transactions contemplated hereby, including the Merger; and (iii) recommended subject to Section 5.3, resolved to recommend that the adoption and approval Stockholders of the Company adopt this Agreement by and approve the holders Merger. Except for the Company Stockholder Approval, no other corporate proceedings on the part of APP Stock, and such resolutions have not been rescinded, modified or withdrawn in any waythe Company are necessary to authorize the consummation of the transactions contemplated hereby. This Agreement and the Transaction Documents to which APP is a party have has been duly and validly executed and delivered by APP the Company and, assuming the due authorization, execution and delivery of this Agreement and such Transaction Documents by constitutes the other parties thereto, this Agreement and such Transaction Documents constitute the legal, valid and binding obligation agreement of APPParent and Merger Sub, constitutes the valid and binding agreement of the Company, enforceable against APP the Company in accordance with their respective its terms, except that (A) where such enforcement enforceability may be subject to applicable limited by bankruptcy, insolvency, examinershipreorganization, preference, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or Laws relating to or affecting the enforcement rights and remedies of creditors’ rights generally , and (B) equitable remedies by general principles of specific performance and injunctive and other forms equity regardless of equitable relief may be subject to equitable defenses and to the discretion of the court before which any whether enforcement is considered in a proceeding therefor may be brought (collectively, the “Enforceability Exceptions”)in equity or Law.

Corporate Authority; Non-contravention. (ai) APP Orion has all requisite corporate power and authority to enter into this Agreement and and, subject to the Transaction Documents to which it is a party and Orion Stockholder Approval, to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Transaction Documents to which it is a party by APP Orion and the consummation by APP Orion of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of APPOrion, subject in the case of the Orion Merger to the Orion Stockholder Approval. The Board of Directors of APP Orion (at a meeting duly called and held) has, by the unanimous vote of all directors of APPOrion: (ia) determined that entering this Agreement and consummating the transactions contemplated hereby, including the APP Orion Merger, are advisable and fair to, and in the best interests of, APP Orion and its stockholders; (iib) authorized and approved the execution, delivery and performance of this Agreement by APP Orion and approved the APP Orion Merger; and (iiic) recommended the adoption and approval of this Agreement by the holders of APP StockOrion Common Stock and directed that this Agreement be submitted for consideration by Orion’s stockholders at the Orion Stockholders Meeting, and and, subject to Section 5.2(b), such resolutions have not been rescinded, modified or withdrawn in any way. This Agreement and the Transaction Documents to which APP is a party have has been duly executed and delivered by APP Orion and, assuming the due authorization, execution and delivery of this Agreement and such Transaction Documents by the other parties theretoDiamond, this Agreement and such Transaction Documents constitute constitutes the legal, valid and binding obligation of APPOrion, enforceable against APP Orion in accordance with their respective its terms, except that (A) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”).

Corporate Authority; Non-contravention. (ai) APP The Company has all requisite corporate power and authority to enter into this Agreement and and, subject to the Transaction Documents to which it is a party and Company Stockholder Approval, to consummate the transactions contemplated hereby and therebyTransactions, including the Merger. The execution and delivery of this Agreement and by the Transaction Documents to which it is a party by APP Company and the consummation by APP the Company of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate action on the part of APPthe Company, subject (in the case of the Merger) to the Company Stockholder Approval and the filing of the Certificate of Merger with the Secretary of State of the state of Delaware. The Board of Directors of APP the Company (at a meeting duly called and held) has, by the unanimous vote of all directors of APPthe Company: (ia) determined that entering this Agreement and consummating the transactions contemplated herebyTransactions, including the APP Merger, are advisable and fair to, and in the best interests of, APP the Company and its stockholders; (iib) authorized and approved the execution, delivery and performance of this Agreement by APP the Company and approved the APP Merger; and (iiic) recommended the adoption and approval of this Agreement by the holders of APP Stockthe Company Common Stock and directed that this Agreement be submitted for consideration by the Company’s stockholders at the Company Stockholders Meeting, and and, subject to ‎Section 5.2(b), such resolutions have not been rescinded, modified or withdrawn in any way. This Agreement and the Transaction Documents to which APP is a party have has been duly executed and delivered by APP the Company and, assuming the due authorization, execution and delivery of this Agreement and such Transaction Documents by the other parties theretoParent, this Agreement and such Transaction Documents constitute constitutes the legal, valid and binding obligation of APPthe Company, enforceable against APP the Company in accordance with their respective its terms, except that (A) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”).

Corporate Authority; Non-contravention. (ai) APP The Company has all requisite corporate power and authority to enter into this Agreement and and, subject to the Transaction Documents to which it is a party and Company Stockholder Approval, to consummate the transactions contemplated hereby and therebyTransactions, including the Merger. The execution and delivery of this Agreement and by the Transaction Documents to which it is a party by APP Company and the consummation by APP the Company of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate action on the part of APPthe Company, subject (in the case of the Merger) to the Company Stockholder Approval and the filing of the Certificate of Merger with the Secretary of State of the state of Delaware. The Board of Directors of APP the Company (at a meeting duly called and held) has, by the unanimous vote of all directors of APPthe Company: (ia) determined that entering this Agreement and consummating the transactions contemplated herebyTransactions, including the APP Merger, are advisable and fair to, and in the best interests of, APP the Company and its stockholders; (iib) authorized and approved the execution, delivery and performance of this Agreement by APP the Company and approved the APP Merger; and (iiic) recommended the adoption and approval of this Agreement by the holders of APP Stockthe Company Common Stock and directed that this Agreement be submitted for consideration by the Company’s stockholders at the Company Stockholders Meeting, and and, subject to Section 5.2(b), such resolutions have not been rescinded, modified or withdrawn in any way. This Agreement and the Transaction Documents to which APP is a party have has been duly executed and delivered by APP the Company and, assuming the due authorization, execution and delivery of this Agreement and such Transaction Documents by the other parties theretoParent, this Agreement and such Transaction Documents constitute constitutes the legal, valid and binding obligation of APPthe Company, enforceable against APP the Company in accordance with their respective its terms, except that (A) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”).

Corporate Authority; Non-contravention. (ai) APP The Company has all requisite corporate power and authority to enter into this Agreement and and, subject to the Transaction Documents to which it is a party and Company Stockholder Approval, to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and by the Transaction Documents to which it is a party by APP Company and the consummation by APP the Company of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate action on the part of APPthe Company, subject (in the case of the Merger) to the Company Stockholder Approval and the filing of the Certificate of Merger with the Secretary of State of the state of Delaware. The Board of Directors of APP the Company (at a meeting duly called and held) has, by the unanimous vote of all the directors of APPthe Company: (ia) determined that entering this Agreement and consummating the transactions contemplated hereby, including the APP MergerTransactions, are advisable and fair to, and in the best interests of, APP the Company and its stockholders; (iib) authorized and approved the execution, delivery and performance of this Agreement and each Ancillary Agreement to which the Company is a party by APP the Company and approved the APP MergerTransactions; and (iiic) recommended the adoption and approval of this Agreement by the holders of APP Stockthe Company Common Stock and directed that this Agreement be submitted for consideration by the Company’s stockholders at the Company Stockholders Meeting, and and, subject to actions permitted under Section 5.2(b), such resolutions have not been rescinded, modified or withdrawn in any way. This Agreement and the Transaction Documents each Ancillary Agreement to which APP the Company is a party have has been duly executed and delivered by APP the Company and, assuming the due authorization, execution and delivery of this Agreement and such Transaction Documents each Ancillary Agreement to which the Company is a party by the each other parties party thereto, this Agreement and such Transaction Documents constitute constitutes the legal, valid and binding obligation of APPthe Company, enforceable against APP the Company in accordance with their respective its terms, except that (A) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”).

Corporate Authority; Non-contravention. (ai) APP Parent has all requisite corporate power and authority to enter into this Agreement and the Transaction Documents Merger Sub Stockholder Approval, to which it is a party perform its obligations hereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and by Xxxxxx, the Transaction Documents to which it is a party performance by APP Parent of its obligations hereunder and the consummation by APP Parent of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of APPParent. The Board of Directors of APP Merger Sub (at a meeting duly called and held) hashas unanimously, (A) approved and declared advisable this Agreement and the transactions contemplated by this Agreement, including the unanimous vote of all directors of APP: Merger, on the terms and subject to the conditions set forth in this Agreement, (iB) determined that entering this Agreement and consummating the transactions contemplated herebyby this Agreement, including the APP Merger, are advisable and fair to, and in the best interests ofof Merger Sub and Parent (as Merger Sub’s sole stockholder), APP and its stockholders; (iiC) authorized and approved resolved to recommend the execution, delivery and performance approval of the adoption of this Agreement by APP to Parent (as Merger Sub’s sole stockholder), on the terms and approved subject to the APP Merger; conditions set forth in this Agreement, and (iiiD) recommended the adoption and approval of directed that this Agreement by the holders of APP Stock, and such resolutions have not been rescinded, modified or withdrawn in any waybe submitted to Parent (as Merger Sub’s sole stockholder) for its adoption. This Agreement and the Transaction Documents to which APP is a party have has been duly executed and delivered by APP Xxxxxx and, assuming the due authorization, execution and delivery of this Agreement and such Transaction Documents by the other parties theretoAmedisys, this Agreement and such Transaction Documents constitute constitutes the legal, valid and binding obligation of APPParent, enforceable against APP Parent in accordance with their respective its terms, except that (A) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to for the enforcement of creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”).