Common use of Authorization; Validity of Agreement; Necessary Action Clause in Contracts

Authorization; Validity of Agreement; Necessary Action. Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform their respective obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution, delivery and performance by Parent and Merger Sub of this Agreement, and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement, have been duly authorized and approved by their respective Boards of Directors and will be adopted by Parent as the sole stockholder of Merger Sub, and no other corporate action on the part of Parent and Merger Sub is necessary to authorize the execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by them of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent and Merger Sub and (assuming due and valid authorization, execution and delivery hereof by the Company) is a valid and binding obligation of each of Parent and Merger Sub, enforceable against each of them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (ii) the remedy 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.

Authorization; Validity of Agreement; Necessary Action. Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform their respective obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution, delivery and performance by Parent and Merger Sub of this Agreement, and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement, have been duly authorized and approved by their respective Boards of Directors and will be adopted by Parent as the sole stockholder of Merger Sub, and no other corporate action on the part of Parent and Merger Sub is necessary to authorize the execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by them of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent and Merger Sub and (assuming due and valid authorization, execution and delivery hereof by the Company) is a valid and binding obligation of each of Parent and Merger Sub, enforceable against each of them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (ii) the remedy 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.

Authorization; Validity of Agreement; Necessary Action. (a) Each of Parent Acquiror and Merger Acquisition Sub has all necessary full corporate or other organizational power and authority to execute and deliver this Agreement, to perform their respective obligations hereunder Agreement and to consummate the transactions contemplated by this AgreementTransactions. The execution, delivery and performance by Parent Acquiror and Merger Acquisition Sub of this Agreement, and the consummation by Parent and Merger Sub them of the transactions contemplated by this Agreement, Transactions have been duly and validly authorized by the board of directors of Acquisition Sub, by the Acquiror Boards and approved by their respective Boards of Directors and will be adopted by Parent Acquiror as the sole stockholder of Merger Acquisition Sub, and no other corporate action on the part of Parent and Merger Acquiror or Acquisition Sub is necessary to authorize the execution, delivery and performance by Parent Acquiror and Merger Acquisition Sub of this Agreement and the consummation by them of the transactions contemplated by this AgreementTransactions, except that the consummation of the Merger requires the Acquiror Shareholder Approval. This Agreement has been duly executed and delivered by Parent Acquiror and Merger Acquisition Sub and (and, assuming due and valid authorization, execution and delivery hereof of this Agreement by the Company) , is a valid and binding obligation of each of Parent Acquiror and Merger Sub, Acquisition Sub enforceable against each of them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, Laws affecting creditors’ rights and remedies generally and (ii) the remedy of specific performance and injunctive and other forms general principles of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtrelief.

Authorization; Validity of Agreement; Necessary Action. Each of Parent and Parent, Merger Sub and the Guarantor has all necessary corporate the requisite power and authority to execute and deliver this Agreement, to perform their respective obligations hereunder Agreement and to consummate the transactions contemplated by this Agreementhereby. The execution, delivery and performance by Parent and Parent, Merger Sub and the Guarantor of this Agreement, approval and adoption of this Agreement and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement, hereby have been duly and validly authorized by all necessary action of Parent, Merger Sub and approved by their respective Boards of Directors and will be adopted by Parent as the sole stockholder of Merger SubGuarantor, and no other corporate action on the part of Parent and Parent, Merger Sub and the Guarantor is necessary to authorize the executionexecution and delivery by Parent, delivery and performance by Parent and Merger Sub and the Guarantor of this Agreement and the consummation by them of the transactions contemplated by this Agreementhereby. This Agreement has been duly executed and delivered by Parent and Parent, Merger Sub and (the Guarantor and, assuming due and valid authorization, execution and delivery hereof by the Company) , is a valid and binding obligation of each of Parent and Parent, Merger Sub, and the Guarantor enforceable against each of them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (ii) the remedy 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.

Authorization; Validity of Agreement; Necessary Action. Each of Parent and Merger Sub has all necessary full corporate power and authority to execute and deliver this Agreement, to perform their respective obligations hereunder Agreement and to consummate the transactions contemplated by this Agreementhereby. The execution, delivery and performance by Parent and Merger Sub of this Agreement, and the consummation by Parent of the Merger and Merger Sub of the transactions contemplated by this Agreementhereby, have been duly authorized and approved by their respective the Boards of Directors of Parent and will be adopted Sub and by Parent as the sole stockholder shareholder of Merger Sub, Sub and no other corporate or shareholder action on the part of Parent and Merger or Sub is necessary to authorize the execution, execution and delivery and performance by Parent and Merger Sub of this Agreement and the consummation by them of or to consummate the transactions contemplated by this Agreementhereby. This Agreement has been duly executed and delivered by Parent and Merger Sub and (and, assuming due and valid authorization, execution and delivery hereof by the Company) , is a valid and binding obligation of each of Parent and Merger Sub, enforceable against each of them Parent and Sub in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other insolvency and similar Laws, now or hereafter in effect, laws affecting creditors’ ' rights and remedies generally and (ii) the remedy to general principles 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 broughtequity.

Authorization; Validity of Agreement; Necessary Action. Each of Parent and Merger Sub the Purchaser has all necessary full corporate power and authority to execute and deliver this Agreement, to perform their respective obligations hereunder Agreement and to consummate the transactions contemplated by this AgreementTransactions. The execution, delivery and performance by Parent and Merger Sub of this Agreement, and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement, have been duly authorized and approved by their respective Boards of Directors and will be adopted by Parent as the sole stockholder of Merger Sub, and no other corporate action on the part of Parent and Merger Sub is necessary to authorize the execution, delivery and performance by Parent and Merger Sub Purchaser of this Agreement and the consummation by them of the transactions contemplated Merger and of the Transactions have been duly authorized by the boards of directors of the Purchaser and Parent and by Parent and a wholly owned Subsidiary of Parent as the sole shareholders of the Purchaser, and no other corporate authority or approval on the part of Parent or the Purchaser is necessary to authorize the execution and delivery by Parent and the Purchaser of this AgreementAgreement and the consummation of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and (the Purchaser and, assuming due and valid authorization, execution and delivery hereof by the Company) , is a valid and binding obligation of each of Parent and Merger Sub, the Purchaser enforceable against each of them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar Lawslaws, now or hereafter in effect, affecting creditors’ ' rights and remedies generally generally, and (ii) the remedy 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.

Authorization; Validity of Agreement; Necessary Action. Each of Parent and Merger Sub has all necessary requisite corporate power and authority to execute and deliver this Agreement, to perform their respective obligations hereunder Agreement and to consummate the transactions contemplated by this AgreementTransactions. The execution, delivery and performance by Parent and Merger Sub of this Agreement, and the consummation by Parent and Merger Sub of the transactions contemplated by this AgreementTransactions, have been duly and validly authorized by the respective boards of directors of Parent and approved by their respective Boards of Directors Merger Sub and will be adopted by Parent as the sole stockholder shareholder of Merger Sub, and no other corporate action on the part of Parent and or Merger Sub is necessary to authorize the execution, execution and delivery and performance by Parent and Merger Sub of this Agreement and the consummation by them of the transactions contemplated Transactions, subject to the filing of appropriate merger documents as required by this Agreementthe MBCA. This Agreement has been duly executed and delivered by Parent and Merger Sub and (and, assuming due and valid authorization, execution and delivery hereof of this Agreement by the Company) , is a valid and binding obligation of each of Parent and Merger Sub, Sub enforceable against each of them in accordance with its terms, except that (ia) such enforcement may be subject to applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (iib) the remedy 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.

Authorization; Validity of Agreement; Necessary Action. Each of Parent and Merger Sub has all necessary requisite corporate power and authority to execute and deliver this AgreementAgreement and each agreement, document and instrument to perform their respective obligations hereunder be executed and delivered by or on behalf of Parent and/or Merger Sub, as the case may be, pursuant to or in connection with this Agreement and to consummate the transactions contemplated by hereby, including the Merger. The Merger Sub Board has adopted a resolution approving, and declaring the advisability of, this Agreement. The execution, delivery and performance by Parent and Merger Sub of this Agreement, Agreement and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreementhereby, including the Merger, have been duly authorized and approved by their respective Boards the Board of Directors of Parent (the “Parent Board”) and will be adopted the Merger Sub Board and no further corporate action on the part of Parent or Merger Sub or any other Person is necessary to authorize this Agreement or the consummation of the Merger on behalf of Parent or Merger Sub (except for the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which adoption will be obtained immediately after the execution and no other corporate action on the part of Parent and Merger Sub is necessary to authorize the execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by them of the transactions contemplated by this Agreement). This Agreement has been duly executed and delivered by Parent and Merger Sub and (Agreement, assuming due and valid authorization, execution and delivery hereof thereof by the Company) is a , constitutes the legal, valid and binding obligation of each of Parent and Merger Sub, as the case may be, enforceable against each of them in accordance with its terms, except to the extent that (i) such enforcement enforceability may be subject to limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, Laws affecting the enforcement of creditors’ rights and remedies generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion general principles of the court before which any proceeding therefor may be broughtequity.

Authorization; Validity of Agreement; Necessary Action. Each of Parent and Merger Sub the Purchaser has all necessary the requisite corporate power and authority to execute and deliver this Agreement, to perform their respective obligations hereunder Agreement and to consummate the transactions contemplated by this Agreement, including, but not limited to, the Transactions, and to perform its obligations under this Agreement. The execution, delivery and performance by Parent and Merger Sub the Purchaser of this Agreement, Agreement and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement, Transactions have been duly authorized by all necessary corporate action in respect thereof on the part of each of Parent and approved by their respective Boards of Directors the Purchaser, and will be adopted by Parent as the sole stockholder of Merger Subthe Purchaser, and no other corporate action is required on the part of Parent and Merger Sub is necessary or the Purchaser to authorize the execution, execution and delivery and performance by Parent and Merger Sub the Purchaser of this Agreement and the consummation by them of the transactions contemplated by this AgreementTransactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and (the Purchaser and, assuming due and valid authorization, execution and delivery hereof by the Company) , is a the valid and binding obligation of each of Parent and Merger Sub, the Purchaser enforceable against each of them in accordance with its terms, except to the extent that (ia) such enforcement may be subject to limited by applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar Lawslaws, now or hereafter in effect, affecting creditors’ rights and remedies generally generally, and (iib) the remedy 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.

Authorization; Validity of Agreement; Necessary Action. Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform their respective obligations hereunder Agreement and to consummate the transactions contemplated by this AgreementMerger. The execution, delivery and performance by Parent and Merger Sub of this Agreement, and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement, have been duly authorized and approved by their respective Boards of Directors and will be adopted by Parent as the sole stockholder of Merger Sub, and no other corporate action on the part of Parent and Merger Sub is necessary to authorize the execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by them of the transactions contemplated Merger have been duly authorized by this Agreementall necessary corporate action on the part of Parent and Merger Sub (other than the adoption of the Agreement by the sole stockholder of Merger Sub) and will be adopted by the sole stockholder of Merger Sub and except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware no other corporate proceedings on the party of Parent or Merger Sub are necessary to authorize the consummation of the Merger. This Agreement has been duly executed and delivered by Parent and Merger Sub and (and, assuming due and valid authorization, execution and delivery hereof by the Company) , is a the valid and binding obligation of each of Parent and Merger Sub, Sub enforceable against each of them in accordance with its terms, except that that: (i) such 21 enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights and remedies generally generally; and (ii) the remedy 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.