Nasdaq Stock Market Uses in Authority Clause

Authority from Agreement

THIS SIXTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PLAINS ALL AMERICAN PIPELINE, L.P. dated as of [*], 2016, effective on the date hereof, except with respect to Section 6.1(d)(xii), which is effective as of January 1, 2016, is entered into by and among PAA GP LLC, a Delaware limited liability company, as the General Partner, and the additional Persons that are or become Partners of the Partnership as provided herein.

Authority. The Partnership may merge or consolidate with one or more corporations, limited liability companies, business trusts or associations, real estate investment trusts, common law trusts or unincorporated businesses, including a general partnership or limited partnership, formed under the laws of the State of Delaware or any other state of the United States of America, pursuant to a written agreement of merger or consolidation (Merger Agreement) in accordance with this Article XIV.

Authority from Agreement and Plan of Reorganization

THIS AGREEMENT AND PLAN OF REORGANIZATION (the Agreement) is made and entered into as of May 6, 2010 by and among Harmonic Inc., a Delaware corporation (Parent), Orinda Acquisition Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (Merger Sub One), Orinda Acquisition, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Parent (Merger Sub Two and together with Merger Sub One, the Merger Subs), Omneon Inc., a Delaware corporation (the Company), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as representative (the Representative). All capitalized terms that are used in this Agreement shall have the respective meanings ascribed thereto in Article I.

Authority. Each of Parent and each of the Merger Subs has all requisite corporate or limited liability company power and authority to enter into this Agreement and any Related Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Parent and each of the Merger Subs of this Agreement and any Related Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or limited liability company action on the part of Parent and each of the Merger Subs. No vote of Parents stockholders is required to consummate the transactions contemplated by this Agreement and the Related Agreements pursuant to the rules of the NASDAQ Stock Market, applicable Law or otherwise. This Agreement and each of the Related Agreements to which Parent and the Merger Subs, as applicable, is a party have been duly executed and delivered by Parent and the Merger Subs, as applicable, and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of Parent and the Merger Subs, as applicable, enforceable against it in accordance with their respective terms, except that such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors rights generally, and is subject to general principles of equity.

Authority from Securities Purchase Agreement

This SECURITIES PURCHASE AGREEMENT, dated as of June 17, 2007 (this Agreement), among Invus, L.P., a Bermuda limited partnership (the Investor) and Lexicon Pharmaceuticals, Inc., a Delaware corporation (the Company).

Authority. The Investor has all necessary power and authority to execute and deliver this Agreement and the Ancillary Agreements, to perform its obligations hereunder and thereunder and to consummate the Transactions. The Investors execution and delivery of this Agreement and the Ancillary Agreements and the consummation by it of the Transactions have been duly and validly authorized by all necessary limited partnership action, and no other limited partnership proceedings on the part of the Investor are necessary to authorize this Agreement or the Ancillary Agreements or to consummate the Transactions. This Agreement has been, and at each Closing each of the Ancillary Agreements will be, duly and validly executed and delivered by it and, assuming due authorization, execution and delivery by the Company, this Agreement constitutes, and at each Closing each of the Ancillary Agreements will constitute, a legal, valid and binding obligation of the Investor enforceable against it in accordance with its terms.

Authority from Securities Purchase Agreement

This SECURITIES PURCHASE AGREEMENT, dated as of June 17, 2007 (this Agreement), among Invus, L.P., a Bermuda limited partnership (the Investor) and Lexicon Pharmaceuticals, Inc., a Delaware corporation (the Company).

Authority. The Investor has all necessary power and authority to execute and deliver this Agreement and the Ancillary Agreements, to perform its obligations hereunder and thereunder and to consummate the Transactions. The Investors execution and delivery of this Agreement and the Ancillary Agreements and the consummation by it of the Transactions have been duly and validly authorized by all necessary limited partnership action, and no other limited partnership proceedings on the part of the Investor are necessary to authorize this Agreement or the Ancillary Agreements or to consummate the Transactions. This Agreement has been, and at each Closing each of the Ancillary Agreements will be, duly and validly executed and delivered by it and, assuming due authorization, execution and delivery by the Company, this Agreement constitutes, and at each Closing each of the Ancillary Agreements will constitute, a legal, valid and binding obligation of the Investor enforceable against it in accordance with its terms.

Authority from Agreement and Plan of Merger and Reorganization

This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this Agreement) is made and entered into as of February 11, 2005, by and among Tut Systems, Inc., a Delaware corporation (Parent), Wolf Acquisition Corp., a Delaware corporation (Merger Sub) and wholly owned subsidiary of Parent, and Copper Mountain Networks, Inc., a Delaware corporation (the Company). Certain capitalized terms used in this Agreement are defined in Exhibit A.

Authority. Parent and Merger Sub have all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub (other than the filing of appropriate merger documents as required by the DGCL). This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement by the Company, constitutes the valid and binding obligation of Parent and Merger Sub enforceable against Parent and Merger Sub in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights and remedies of creditors generally and general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under (i) any provision of the Certificate of Incorporation or Bylaws of Parent or any of its Subsidiaries, or (ii) any material mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Parent or any of its Subsidiaries or any of their properties or assets. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Body, is required by or with respect to Parent or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Parent and Merger Sub or the consummation by Parent and Merger Sub of the transactions contemplated hereby, except for (i) the filing of the Certificate of Merger provided in Section 1.2; (ii) the filing with the SEC of the Registration Statement; (iii) the filing of a Schedule 13D with the SEC with respect to the Voting Agreements; (iv) the filing of a Form 8-K and Schedule 13D with the SEC within four business days after the Closing Date; (v) any filings as may be required under applicable state securities laws and the securities laws of any foreign country; (vi) the filing with The Nasdaq Stock Market of a Notification Form for Listing of Additional Shares with respect to the shares of Parent Common Stock issuable upon conversion of the Company Common Stock in the Merger; (vii)

Authority from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER (this Agreement) dated as of the 13th day of October, 2004, by and among LOGICVISION, INC., a Delaware corporation (Parent), SIGNAL ACQUISITION CORPORATION, a Delaware corporation and a wholly owned subsidiary of Parent (Merger Subsidiary), and SIVERION, INC., a Delaware corporation (the Company).

Authority. Each of Parent and Merger Subsidiary has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder and consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance by each of Parent and Merger Subsidiary of its obligations hereunder and the

Authority from Agreement and Plan of Merger Among

This AGREEMENT AND PLAN OF MERGER (Agreement) is made and entered into as of October 23, 2004, among United Online, Inc., a Delaware corporation (Parent), Mariner Acquisition Corp., a Washington corporation and a wholly-owned subsidiary of Parent (Merger Sub), and Classmates Online, Inc., a Washington corporation (the Company). Parent, the Company, and Merger Sub are sometimes referred to herein individually as a Party and collectively as the Parties.

Authority. Each of Parent and Merger Sub has the requisite corporate power and authority to enter into this Agreement, the Transaction Agreements and the Ancillary Agreements to which it is a party, and to consummate the Transactions. The execution and delivery by each of Parent and Merger Sub of this Agreement, the Transaction Agreements and the Ancillary Agreements to which it is a party, and the consummation by each of Parent and Merger Sub of the Transactions, have been duly authorized by all necessary corporate action on the part of each of Parent and Merger Sub, subject to the filing of the Articles of Merger with the Secretary of State of the State of Washington. This Agreement, the Transaction Agreements and the Ancillary Agreements to which it is a party and that have been executed and delivered contemporaneously with this Agreement, have been duly executed and delivered by each of Parent and Merger Sub. Assuming the due authorization, execution and delivery by the other Parties hereto and thereto and the validity and binding effect hereof and thereof on the other Parties hereto and thereto, this Agreement, the Transaction Agreements and the Ancillary Agreements to which it is a party constitute valid and binding obligations of each of Parent and Merger Sub enforceable against it in accordance with their respective terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors rights generally and by the effect of general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).

Authority from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER, dated as of October 22, 2003 (the Agreement), by and among ONSTREAM MEDIA CORPORATION, a Florida corporation (ONSTREAM), VISUAL DATA CORPORATION, a Florida corporation (VDAT), and OSM, INC., a Florida corporation (SUB), which is a direct wholly-owned subsidiary of VDAT. ONSTREAM and SUB are hereinafter sometimes collectively referred to as the Constituent Corporations.

Authority. Each of VDAT and SUB has full corporate power and authority to execute and deliver this Agreement and, subject to the requisite approval of the shareholders of VDAT, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by the Boards of Directors of VDAT and SUB and by VDAT as the sole shareholder of SUB, and, except for the requisite approval by the shareholders of VDAT to comply with the Nasdaq Stock Market requirements, no other corporate proceedings on the part of VDAT or SUB are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. VDATs Board of Directors has determined that the transactions contemplated by this Agreement, including the Merger, are in the best interests of VDAT and its shareholders and, except as required in exercise of their fiduciary duty, have determined to recommend to such shareholders that they vote in favor of this Agreement and the consummation of the transactions contemplated hereby, including the Merger. This Agreement has been duly and validly executed and delivered by each of VDAT and SUB and, assuming this Agreement constitutes a legal, valid and binding agreement of ONSTREAM and the ONSTREAM shareholders, constitutes a legal, valid and binding agreement of VDAT and SUB, as the case may be, enforceable against each of them in accordance with its terms, except as the enforceability may be affected by applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of creditors rights generally and the possible unavailability of certain equitable remedies, including the remedy of specific performance.