Common use of Corporate Approvals Clause in Contracts

Corporate Approvals. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and subject to obtaining the Requisite Merger Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder, and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company other than, in the case of the consummation of the Merger, (i) the filing with the SEC of a proxy statement with respect to and obtaining the Requisite Merger Approval and (ii) the filing of the Certificate of Merger as required by the DGCL, and no additional corporate or other actions or proceedings on the part of the Company are necessary to authorize this Agreement or the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Purchaser, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability may be limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium and other similar laws affecting or relating to creditors rights generally and is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).

Corporate Approvals. (a) The Company Each of Parent and Purchaser has all requisite corporate power and authority to execute and deliver this Agreement, Agreement and to consummate the transactions contemplated hereby and to perform its obligations hereunder, and subject to obtaining the Requisite Merger Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the CompanyParent and Purchaser, the performance by the Company Parent and Purchaser of its their respective obligations hereunder, and, assuming the accuracy in all respects of the representations and warranties of the Company set forth in Section 4.4 and the compliance in all respects by the Company with the restrictions set forth in Section 6.2(b), the consummation by the Company Parent and Purchaser of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company other than, in the case of the consummation of the Merger, (i) the filing with the SEC of a proxy statement with respect to Parent and obtaining the Requisite Merger Approval and (ii) the filing of the Certificate of Merger as required by the DGCL, Purchaser and no additional corporate or other actions or proceedings (including a vote of Parent’s stockholders) on the part of the Company Parent or Purchaser are necessary to authorize this Agreement or the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company each of Parent and Purchaser and, assuming the due authorization, execution and delivery by Parent and Purchaserthe Company, constitutes a legal, valid and binding obligation of the Companyeach of Parent and Purchaser, enforceable against the Company each of them in accordance with its terms, except that such enforceability may be limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium and other similar laws affecting or relating to creditors rights generally and is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).

Corporate Approvals. (a) The Company Each of Parent and Purchaser has all requisite corporate power and authority to execute and deliver this Agreement, Agreement and to consummate the transactions contemplated hereby and to perform its obligations hereunder, and subject to obtaining the Requisite Merger Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the CompanyParent and Purchaser, the performance by the Company Parent and Purchaser of its their respective obligations hereunder, and, assuming the accuracy in all respects of the representations and warranties of the Company set forth in Section 4.4 and the compliance in all respects by the Company with the restrictions set forth in Section 6.2(b), the consummation by the Company Parent and Purchaser of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company other than, in the case of the consummation of the Merger, (i) the filing with the SEC of a proxy statement with respect to Parent and obtaining the Requisite Merger Approval and (ii) the filing of the Certificate of Merger as required by the DGCL, Purchaser and no additional corporate or other actions or proceedings (including a vote of Parent’s stockholders) on the part of the Company Parent or Purchaser are necessary to authorize this Agreement or the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company each of Parent and Purchaser and, assuming the due authorization, execution and delivery by Parent and Purchaserthe Company, constitutes a legal, valid and binding obligation of the Companyeach of Parent and Purchaser, enforceable against the Company each of them in accordance with its terms, except that such enforceability may be limited by applicable bankruptcy, insolvency (including, without limitation, including all laws relating to fraudulent transfers), reorganization, moratorium and other similar laws affecting or relating to creditors rights generally and is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).

Corporate Approvals. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and subject to obtaining the Requisite Merger Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder, and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company other than, in the case of the consummation of the Merger, (i) the filing with the SEC of a proxy statement with respect to and obtaining the Requisite Merger Approval and (ii) the filing of the Certificate of Merger as required by the DGCL, and no additional corporate or other actions or proceedings on the part of the Company are necessary to authorize this Agreement or the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Purchaser, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability may be limited by applicable bankruptcy, insolvency (including, without limitation, including all laws relating to fraudulent transfers), reorganization, moratorium and other similar laws affecting or relating to creditors rights generally and is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).

Corporate Approvals. (a) The Company Parent has all requisite corporate power and authority to execute and deliver this Agreement, Agreement and each of the Related Agreements to perform its obligations hereunder, and subject to obtaining the Requisite Merger Approvalwhich it is a party, to consummate the transactions contemplated herebyhereby and thereby and to perform its obligations hereunder and thereunder. The execution and delivery by Parent of this Agreement by and each of the CompanyRelated Agreements to which it is a party, the performance by the Company Parent of its obligations hereunderhereunder and thereunder, and, assuming the accuracy in all respects of the representations and warranties of the Company set forth in Section 3.4, the consummation by the Company Parent of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company other than, in the case of the consummation of the Merger, (i) the filing with the SEC of a proxy statement with respect to and obtaining the Requisite Merger Approval and (ii) the filing of the Certificate of Merger as required by the DGCL, Parent and no additional corporate or other actions or proceedings (including a vote of Parent’s stockholders) on the part of the Company Parent or Total S.A. are necessary to authorize this Agreement or the consummation of the transactions contemplated herebyhereby and by the Related Agreements. This Agreement has and each of the Related Agreements to which Parent is a party have been duly executed and delivered by the Company Parent and, assuming the due authorization, execution and delivery by Parent and Purchaserthe other parties thereto, constitutes a legal, valid and binding obligation of the CompanyParent, enforceable against the Company Parent in accordance with its terms, except that such enforceability may be limited by applicable bankruptcy, insolvency (including, without limitation, all laws Laws relating to fraudulent transfers), reorganization, moratorium and other similar laws Laws affecting or relating to creditors rights generally and is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).

Corporate Approvals. (a) The Company has all the requisite corporate power and authority to execute and deliver this Agreement, to perform its covenants and obligations hereunderhereunder and, and subject to obtaining receiving the Requisite Merger Company Stockholder Approval, to consummate the transactions contemplated herebyMerger. The adoption, execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and obligations hereunder, hereunder and the consummation by the Company of the transactions contemplated hereby Merger have been duly authorized by all necessary corporate action on the part of the Company other than, in the case of the consummation of the Merger, (i) the filing with the SEC of a proxy statement with respect to and obtaining the Requisite Merger Approval and (ii) the filing of the Certificate of Merger as required by the DGCL, and no additional corporate or other actions or proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or by the Company, the performance by the Company of its covenants and obligations hereunder or, subject to the receipt of the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock in favor of the Company Voting Proposal (the “Requisite Company Stockholder Approval”), the consummation of the transactions contemplated herebyMerger. This Agreement has been duly and validly authorized, executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and PurchaserMerger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium and other similar laws affecting or relating to creditors creditors’ rights generally generally, and (b) is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law)equity.

Corporate Approvals. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and subject to obtaining the Requisite Merger Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder, and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company other than, in the case of the consummation of the Merger, (i) the filing with the SEC of a proxy statement with respect to and obtaining the Requisite Merger Approval and (ii) the filing of the Certificate of Merger as required by the DGCL, and no additional corporate or other actions or proceedings on the part of the Company are necessary to authorize this Agreement or the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent Parent, Merger Sub One and PurchaserMerger Sub Two, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability may be limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium and other similar laws affecting or relating to creditors rights generally and is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).

Corporate Approvals. (a) The Company has all requisite corporate power and authority to execute and deliver this AgreementAgreement and each of the Related Agreements to which it is a party, to perform its obligations hereunderhereunder and thereunder, and subject to obtaining the Requisite Merger Approval, to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery by the Company of this Agreement by and each of the CompanyRelated Agreements to which it is a party, the performance by the Company of its obligations hereunderhereunder and thereunder, and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company other than, in the case of the consummation of the Merger, (i) the filing with the SEC of a proxy statement with respect to and obtaining the Requisite Merger Approval and (ii) the filing of the Certificate of Merger as required by the DGCL, and no additional corporate or other actions or proceedings on the part of the Company are necessary to authorize this Agreement or any of the Related Agreements to which it is a party or the consummation of the transactions contemplated herebyhereby or thereby. This Agreement has and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Purchaserthe other parties thereto, constitutes constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its their terms, except that such enforceability may be limited by applicable bankruptcy, insolvency (including, without limitation, including all laws Laws relating to fraudulent transfers), reorganization, moratorium and other similar laws Laws affecting or relating to creditors rights generally and is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).

Corporate Approvals. (ai) The Company has all requisite corporate power and authority to execute and deliver this AgreementAmendment, to perform its obligations hereunderunder the Agreement (as amended by this Amendment), and subject to obtaining the Requisite Merger Approval, to consummate the transactions contemplated herebyby the Agreement (as amended by this Amendment). The execution and delivery of this Agreement Amendment by the Company, the performance by the Company of its obligations hereunderunder the Agreement (as amended by this Amendment), and the consummation by the Company of the transactions contemplated hereby by the Agreement (as amended by this Amendment) have been duly authorized by all necessary corporate action on the part of the Company other than, in the case of the consummation of the Merger, (i) the filing with the SEC of a proxy statement with respect to and obtaining the Requisite Merger Approval and (ii) the filing of the Certificate of Merger as required by the DGCL, and no additional corporate or other actions or proceedings on the part of the Company are necessary to authorize this Agreement Amendment or the consummation of the transactions contemplated herebyby the Agreement (as amended by this Amendment). This Agreement Amendment has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent Parent, Merger Sub One and PurchaserMerger Sub Two, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability may be limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium and other similar laws affecting or relating to creditors rights generally and is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).