Common use of Corporate Power and Authority; Vote Required Clause in Contracts

Corporate Power and Authority; Vote Required. (a) Target has all requisite corporate power and authority to execute and deliver this Agreement and each other document contemplated hereby to which Target is a party (each, a “Target Document” and collectively, the “Target Documents”). Subject to obtaining the Target Shareholder Approval, the execution and delivery by Target of this Agreement and each of the Target Documents, the performance by Target of its obligations hereunder and thereunder and the consummation by Target of the transactions contemplated hereby and thereby (including, without limitation, the Second Merger) have been duly authorized by all necessary corporate actions on the part of Target, and no other proceedings on the part of Target are necessary to authorize this Agreement or any of the Target Documents or to consummate the transactions contemplated hereby or thereby (including, without limitation, the Second Merger). This Agreement has been duly executed and delivered by Target and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, constitutes legal, valid and binding obligations of Target, enforceable against Target in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar Laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) (collectively, “Equitable Limitations”). Each of the Target Documents, assuming the due authorization, execution and delivery thereof by each other party thereto at the Closing, will constitute legal, valid and binding obligations of Target, enforceable against Target in accordance with their respective terms, except as such enforceability may be limited by Equitable Limitations.

Corporate Power and Authority; Vote Required. (a) Target Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each other document contemplated hereby to which Target it is a party (each, a “Target Parent Document” and collectively, the “Target Parent Documents”). Subject to obtaining the Target Shareholder Parent Stockholder Approval, the execution and delivery by Target Parent of this Agreement and each of the Target Parent Documents, the performance by Target Parent and Merger Sub of its their obligations hereunder and thereunder and the consummation by Target Parent and Merger Sub of the transactions contemplated hereby and thereby (including, without limitation, the Second Merger) have been duly authorized by all necessary corporate actions on the part of TargetParent and Merger Sub (including without limitation approval by Parent as sole shareholder of Merger Sub), and no other proceedings on the part of Target Parent or Merger Sub are necessary to authorize this Agreement or any of the Target Parent Documents or to consummate the transactions contemplated hereby or thereby (including, without limitation, the Second Merger)thereby. This Agreement has been duly executed and delivered by Target Parent and Merger Sub and, assuming the due authorization, execution and delivery hereof by Target, constitutes, and each Parent Document will be duly executed and delivered by Parent and Merger Sub, constitutes legal, valid and binding obligations of Target, enforceable against Target in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar Laws affecting Sub at the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) (collectively, “Equitable Limitations”). Each of the Target DocumentsClosing and, assuming the due authorization, execution and delivery thereof by each other party thereto at the Closingthereto, will constitute constitute, legal, valid and binding obligations of TargetParent or Merger Sub, as applicable, enforceable against Target Parent or Merger Sub, as applicable, in accordance with their respective terms, except as such enforceability may be limited by Equitable Limitations.

Corporate Power and Authority; Vote Required. (a) Section 3.3.1 Target has all requisite corporate power and authority to execute and deliver this Agreement and each other document contemplated hereby to which Target is a party (each, a “Target Document” and collectively, the “Target Documents”). Subject to obtaining the Target Shareholder Approval, the execution and delivery by Target of this Agreement and each of the Target Documents, the performance by Target of its obligations hereunder and thereunder and the consummation by Target of the transactions contemplated hereby and thereby (including, without limitation, the Second Merger) have been duly authorized by all necessary corporate actions on the part of Target, and no other proceedings on the part of Target are necessary to authorize this Agreement or any of the Target Documents or to consummate the transactions contemplated hereby or thereby (including, without limitation, the Second Merger)thereby. This Agreement has been duly executed and delivered by Target and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, constitutes legal, valid and binding obligations of Target, enforceable against Target in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar Laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) (collectively, “Equitable Limitations”). Each of the Target Documents, assuming the due authorization, execution and delivery thereof by each other party thereto at the Closing, will constitute legal, valid and binding obligations of Target, enforceable against Target in accordance with their respective terms, except as such enforceability may be limited by Equitable Limitationsapplicable bankruptcy, insolvency, fraudulent conveyance or similar Laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Corporate Power and Authority; Vote Required. (a) Target Section 4.3.1 Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each other document contemplated hereby to which Target it is a party (each, a “Target Parent Document” and collectively, the “Target Parent Documents”). Subject to obtaining the Target Parent Shareholder Approval, the execution and delivery by Target Parent of this Agreement and each of the Target Parent Documents, the performance by Target Parent and Merger Sub of its their obligations hereunder and thereunder and the consummation by Target Parent and Merger Sub of the transactions contemplated hereby and thereby (including, without limitation, the Second Merger) have been duly authorized by all necessary corporate actions on the part of TargetParent and Merger Sub (including without limitation approval by Parent as sole shareholder of Merger Sub), and no other proceedings on the part of Target Parent or Merger Sub are necessary to authorize this Agreement or any of the Target Parent Documents or to consummate the transactions contemplated hereby or thereby (including, without limitation, the Second Merger)thereby. This Agreement has been duly executed and delivered by Target Parent and Merger Sub and, assuming the due authorization, execution and delivery hereof by Parent and Merger SubTarget, constitutes legal, valid and binding obligations of TargetParent and Merger Sub, enforceable against Target Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar Laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) (collectively, “Equitable Limitations”). Each of the Target Parent Documents, assuming the due authorization, execution and delivery thereof by each other party thereto at the Closing, will constitute legal, valid and binding obligations of TargetParent or Merger Sub, as applicable, enforceable against Target Parent or Merger Sub, as applicable, in accordance with their respective terms, except as such enforceability may be limited by Equitable Limitationsapplicable bankruptcy, insolvency, fraudulent conveyance or similar Laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).