Common use of Corporate Authorization Clause in Contracts

Corporate Authorization. Purchaser has full corporate power and authority to execute and deliver this Agreement, and to perform its obligations hereunder. The execution, delivery and performance by Purchaser of this Agreement have been duly authorized by all requisite corporate action on the part of Purchaser and no other corporate proceedings on the part of Purchaser are required in connection with the execution, delivery and performance by Purchaser of this Agreement.

Corporate Authorization. The Purchaser has full the requisite corporate power and authority to execute enter into and deliver this Agreement, and to perform its obligations hereunderunder this Agreement. The execution, delivery and performance by the Purchaser of its obligations under this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all requisite necessary corporate action on the part of the Purchaser and no other corporate proceedings on the part of the Purchaser are required in connection with necessary to authorize this Agreement or the execution, delivery and performance by Purchaser consummation of this Agreementthe transactions contemplated hereby.

Corporate Authorization. Purchaser has full corporate power and authority to execute and deliver this Agreement, and to perform its obligations hereunder. The execution, delivery and performance by Purchaser of this Agreement and the consummation by Purchaser of the transactions contemplated hereby or thereby are within the powers of Purchaser and have been duly authorized by all requisite corporate necessary action on the part of Purchaser Purchaser. This Agreement constitutes a valid and no other corporate proceedings on the part binding agreement of Purchaser are required in connection with the execution, delivery and performance by Purchaser of this AgreementPurchaser.

Corporate Authorization. Purchaser has full corporate power and authority to execute and deliver this Agreement, and to perform its obligations hereunder. The execution, delivery and performance by Purchaser of this Agreement and the transactions contemplated hereby are within the corporate powers of Purchaser and have been duly authorized by all requisite necessary corporate action on the part action. This Agreement constitutes a valid and binding obligation of Purchaser and no other corporate proceedings on the part of enforceable against Purchaser are required in connection accordance with the execution, delivery and performance by Purchaser of this Agreementits terms.

Corporate Authorization. Purchaser has full all requisite corporate power and authority to execute and deliver this Agreement, and to perform its obligations hereunder. The execution, delivery and performance by Purchaser of this Agreement have been duly authorized by all requisite corporate action on the part of Purchaser and no other corporate proceedings on the part of Purchaser are required in connection with the execution, delivery and performance by Purchaser of this AgreementPurchaser.

Corporate Authorization. The Purchaser has full the requisite corporate power and authority to execute enter into and deliver this Agreement, and to perform its obligations hereunderunder this Agreement. The execution, execution and delivery and performance by the Purchaser of this Agreement and the consummation of the Arrangement have been duly authorized by all requisite necessary corporate action on the part of the Purchaser and no other corporate proceedings on the part of the Purchaser are required in connection with the execution, delivery and performance by Purchaser of necessary to authorize this Agreement.

Corporate Authorization. Purchaser has full all requisite corporate power and authority to execute and deliver this AgreementAgreement and the documents contemplated hereby, and to perform its obligations hereunderhereunder and thereunder. The execution, delivery and performance by Purchaser of this Agreement and the documents contemplated hereby have been duly authorized by all requisite corporate action on the part of Purchaser and no other corporate proceedings on the part of Purchaser are required in connection with the execution, delivery and performance by Purchaser of this AgreementAgreement and the documents contemplated hereby.

Corporate Authorization. Purchaser has full corporate power and authority to execute and deliver this Agreement, and to perform its obligations hereunder. The execution, delivery and performance by the Purchaser of its obligations under this Agreement and the consummation by the Purchaser of the transactions contemplated hereby are within the Purchaser's corporate powers and have been duly authorized by all requisite necessary corporate or other action on the part of Purchaser and no other corporate proceedings on the part of Purchaser are required in connection with the execution, delivery and performance by Purchaser of this AgreementPurchaser.

Corporate Authorization. Purchaser Buyer has full corporate the requisite power and authority to execute and deliver this AgreementAgreement and the other Transaction Documents to which it is a party, and to perform its obligations hereunderhereunder and thereunder, and to consummate the transactions contemplated hereby. The execution, delivery and performance by Purchaser Buyer of this Agreement and the other Transaction Documents to which it is a party, and Buyer’s consummation of the transactions contemplated hereby, have been duly authorized by all requisite corporate or other action on the part of Purchaser and no other corporate proceedings on the part of Purchaser are required in connection with the execution, delivery and performance by Purchaser of this AgreementBuyer.

Corporate Authorization. Purchaser Buyer has full corporate power and authority to execute and deliver this Agreement, and to perform its obligations hereunder. The execution, delivery and performance by Purchaser Buyer of this Agreement have been duly and validly authorized by all requisite corporate action on the part of Purchaser and no other additional corporate proceedings on the part of Purchaser are authorization or consent is required in connection with the execution, delivery and performance by Purchaser it of this Agreement.

Corporate Authorization. Purchaser has full corporate power and authority to execute and deliver this AgreementAgreement and the Ancillary Agreements to which it is a party, and to perform its obligations hereunderhereunder and thereunder. The execution, delivery and performance by Purchaser of this Agreement and the Ancillary Agreements to which it is a party have been duly authorized by all requisite corporate action on the part of Purchaser and no other corporate proceedings on the part of Purchaser are required in connection with the execution, delivery and performance by Purchaser of this AgreementAgreement and the Ancillary Agreements, as applicable.

Corporate Authorization. The Purchaser has full the requisite corporate power and authority to execute enter into and deliver this Agreement, and to perform its obligations hereunderunder this Agreement and to complete the Transactions. The execution, delivery and performance by the Purchaser of its obligations under this Agreement and the consummation of the Transactions have been duly authorized by all requisite necessary corporate action on the part of the Purchaser and no other corporate proceedings on the part of the Purchaser are required in connection with necessary to authorize the execution, execution and delivery and performance by Purchaser it of this AgreementAgreement or the consummation of the Transactions.

Corporate Authorization. Purchaser has full corporate all requisite power and authority to execute and deliver this AgreementAgreement and the documents contemplated hereby, and to perform its obligations hereunderhereunder and thereunder. The execution, delivery and performance by Purchaser of this Agreement and the documents contemplated hereby have been duly authorized by all requisite corporate action on the part of Purchaser and no other corporate proceedings on the part of Purchaser are required in connection with the execution, delivery and performance by Purchaser of this AgreementAgreement and the documents contemplated hereby.

Corporate Authorization. The Purchaser has full the requisite corporate power and authority to execute enter into and deliver this Agreement, and to perform its obligations hereunderunder this Agreement. The execution, delivery and performance by the Purchaser of its obligations under this Agreement and the completion of the Arrangement and the other transactions contemplated hereby have been duly authorized by all requisite necessary corporate action on the part of the Purchaser and no other corporate proceedings on the part of the Purchaser are required in connection with necessary to authorize this Agreement or the execution, delivery completion of the Arrangement and performance by Purchaser of this Agreementthe other transactions contemplated hereby.

Corporate Authorization. Purchaser Buyer has full corporate power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunderhereunder and thereunder. The execution, delivery and performance by Purchaser Buyer of this Agreement have has been duly and validly authorized by all requisite corporate action on the part of Purchaser and no other additional corporate proceedings on the part of Purchaser are or shareholder authorization or consent is required in connection with the execution, delivery and performance by Purchaser Buyer of this Agreement.

Corporate Authorization. Purchaser has full all requisite corporate power and authority to execute and deliver this Agreement, and to perform its obligations hereunder. The execution, delivery and performance by Purchaser of this Agreement have been duly authorized by all requisite corporate action on the part of Purchaser and no 81 other corporate proceedings on the part of Purchaser are required in connection with the execution, delivery and performance by Purchaser of this Agreement.

Corporate Authorization. Purchaser Each Buyer Entity has full corporate power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder. The execution, delivery and performance by Purchaser each Buyer Entity of this Agreement have has been duly and validly authorized by all requisite corporate action on the part of Purchaser and no other additional corporate proceedings on the part of Purchaser are or shareholder authorization or consent is required in connection with the execution, delivery and performance by Purchaser of this AgreementAgreement by the Buyer Entities.

Corporate Authorization. Purchaser Buyer has full all requisite corporate power and authority to carry on its business as it is now being conducted and to execute and deliver this Agreement, Agreement and to perform its obligations hereunder. The execution, execution and delivery and performance by Purchaser Buyer of this Agreement and the performance by Buyer of its obligations hereunder have been, or will have been at the Closing, duly authorized by all requisite corporate action on the part of Purchaser and no other corporate proceedings on the part of Purchaser are required in connection with the execution, delivery and performance by Purchaser of this Agreementaction.

Corporate Authorization. Purchaser Buyer has full the requisite corporate power and authority to execute and execute, deliver this Agreement, and to perform its obligations hereunderunder this Agreement and to consummate the transactions contemplated by this Agreement. The execution, delivery and performance by Purchaser Buyer of this Agreement and the consummation by Buyer of the transactions contemplated by this Agreement have been duly authorized by all requisite necessary corporate and stockholder action on the part of Purchaser and no other corporate proceedings on the part of Purchaser are required in connection with the execution, delivery and performance by Purchaser of this AgreementBuyer.

Corporate Authorization. Purchaser has full the necessary corporate power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder. The execution, delivery and performance by Purchaser of this Agreement have has been duly authorized by all requisite corporate action on the part of Purchaser and validly authorized, and no other additional corporate proceedings on the part of Purchaser are authorization or consent (including, without limitation, any action by Purchaser’s shareholders) is required in connection with the execution, delivery and performance by Purchaser of this Agreement.

Corporate Authorization. Each of the Purchaser and Acquireco has full the requisite corporate power and authority to execute enter into and deliver this Agreement, and to perform its obligations hereunderunder this Agreement. The execution, execution and delivery and performance by the Purchaser and Acquireco of this Agreement and the consummation of the Arrangement have been duly authorized by all requisite necessary corporate action on the part of the Purchaser and Acquireco, respectively, and no other corporate proceedings on the part of the Purchaser or Acquireco are required in connection with the execution, delivery and performance by Purchaser of necessary to authorize this Agreement.

Corporate Authorization. Purchaser Buyer has full corporate power and authority to execute and deliver this AgreementAgreement and each of the Transaction Documents to which it is a party, and to perform its obligations hereunderhereunder and thereunder. The execution, delivery and performance by Purchaser Buyer of this Agreement have and each of the Transaction Documents to which it is a party has been duly and validly authorized by all requisite corporate action on the part of Purchaser Buyer and no other additional corporate proceedings on the part of Purchaser are (or similar entity) authorization or consent by Buyer is required in connection with the execution, delivery and performance by Purchaser of this Agreementtherewith.

Corporate Authorization. The Purchaser has full the requisite corporate power and authority to execute enter into and deliver this Agreement, and to perform its obligations hereunderunder this Agreement. The execution, delivery and performance by the Purchaser of its obligations under this Agreement and the consummation of the Arrangement and the other transactions contemplated hereby have been duly authorized by all requisite necessary corporate action on the part of the Purchaser and no other corporate proceedings on the part of the Purchaser are required in connection with necessary to authorize this Agreement or the execution, delivery consummation of the Arrangement and performance by the other transactions contemplated hereby other than the Purchaser of this AgreementShareholder Approval.

Corporate Authorization. The Purchaser has full the requisite corporate power and authority to execute enter into and deliver this Agreement, and to perform its obligations hereunderunder this Agreement. The execution, delivery and performance by the Purchaser of its obligations under this Agreement and the consummation of the Arrangement and the other transactions contemplated hereby have been duly authorized by all requisite necessary corporate action on the part of the Purchaser and no other corporate proceedings on the part of the Purchaser are required in connection with necessary to authorize this Agreement or the execution, delivery consummation of the Arrangement and performance by Purchaser of this Agreement.the other transactions contemplated hereby. (3)

Corporate Authorization. Purchaser has full all requisite corporate power and authority to execute and deliver this Agreement, and except for the requisite approval of its shareholders to perform its obligations hereunder. The execution, delivery and performance by Purchaser of this Agreement have been duly authorized by all requisite corporate action on the part of Purchaser and no other corporate proceedings on except for the part requisite approval of Purchaser are required in connection with the execution, delivery and performance by Purchaser of this Agreementits shareholders.

Corporate Authorization. The Purchaser has full all requisite corporate power and authority has taken all corporate action required to execute authorize the execution and deliver this Agreement, and to perform its obligations hereunder. The execution, delivery and performance by Purchaser of this Agreement have and to consummate the transactions contemplated hereby. This Agreement has been duly authorized executed and delivered by all requisite corporate action on the part of Purchaser and no other corporate proceedings on the part of Purchaser are required in connection with the execution, delivery and performance by Purchaser of this AgreementPurchaser.

Corporate Authorization. Purchaser Buyer has full corporate power power, authority and authority capacity to execute and deliver this Agreement, Agreement and or any other Transaction Document to which Buyer is a party and to perform its obligations hereunderhereunder and thereunder. The execution, delivery and performance by Purchaser Buyer of this Agreement and any other Transaction Document to which Buyer is a party have been duly and validly authorized by all requisite corporate action on the part of Purchaser and no other additional corporate proceedings on the part of Purchaser are or shareholder authorization or consent is required in connection with the execution, delivery and performance by Purchaser Buyer of this AgreementAgreement or any other Transaction Document to which Buyer is a party.

Corporate Authorization. The Purchaser has full the requisite corporate power and authority to execute enter into and deliver this Agreement, and to perform its obligations hereunderunder this Agreement. The execution, delivery and performance by the Purchaser of its obligations under this Agreement and the consummation of the Arrangement and other transactions contemplated by this Agreement have been duly authorized by all requisite necessary corporate action on the part of the Purchaser and no other corporate proceedings on the part of the Purchaser are required in connection with necessary to authorize this Agreement or the execution, delivery consummation of the Arrangement and performance by Purchaser of this Agreementother transactions contemplated hereby.

Corporate Authorization. Purchaser has full all requisite corporate power and authority to execute and deliver this Agreement, and to perform its obligations hereunder. The execution, delivery and performance by Purchaser of this Agreement the Transaction Documents have been duly authorized by all requisite corporate action on the part of Purchaser and no other corporate proceedings on the part of Purchaser are required in connection with the execution, delivery and performance by Purchaser of this Agreementthe Transaction Documents.

Corporate Authorization. The Purchaser has full the requisite corporate power and authority to execute enter into and deliver this Agreement, and to perform its obligations hereunderunder this Agreement. The execution, delivery and performance by the Purchaser of its obligations under this Agreement and the consummation of the Arrangement and the other transactions contemplated hereby have been duly authorized by all requisite necessary corporate action on the part of the Purchaser and no other corporate proceedings on the part of the Purchaser are required in connection with necessary to authorize this Agreement or the execution, delivery consummation of the Arrangement and performance by Purchaser of this Agreementthe other transactions contemplated hereby.

Corporate Authorization. The Purchaser has full the requisite corporate power and authority to execute enter into and deliver this Agreement, and to perform its obligations hereunderunder this Agreement. The execution, delivery and performance by the Purchaser of its obligations under this Agreement and the consummation of the Transaction and the other transactions contemplated hereby have been duly authorized by all requisite necessary corporate action on the part of the Purchaser and no other corporate proceedings on the part of the Purchaser are required in connection with necessary to authorize this Agreement or the execution, delivery consummation of the Transaction and performance by Purchaser of this Agreementthe other transactions contemplated hereby.

Corporate Authorization. Purchaser has full all requisite corporate ------------------------ power and authority to execute and deliver this Agreement, and to perform its obligations hereunder. The execution, delivery and performance by Purchaser of this Agreement have been duly authorized by all requisite corporate action on the part of Purchaser and no other corporate proceedings on the part of Purchaser are required in connection with the execution, delivery and performance by Purchaser of this Agreement.Purchaser. Section 6.3

Corporate Authorization. The Purchaser has full the requisite corporate power and authority to execute enter into and deliver this Agreement, and to perform its obligations hereunderunder this Agreement. The execution, execution and delivery and performance by the Purchaser of this Agreement and the consummation of the Arrangement have been duly authorized by all requisite necessary corporate action on the part of the Purchaser and no other corporate proceedings on the part of the Purchaser are necessary to authorize this Agreement or the consummation of the Arrangement other than approval by the Purchaser Board of the Purchaser Circular, and approval of the Purchaser Resolution approval by the Purchaser Shareholders in the manner required in connection with the execution, delivery and performance by Purchaser of this AgreementLaw.

Corporate Authorization. Purchaser has full corporate power and authority to execute and deliver this Agreement, and to perform its obligations hereunderhereunder and under the Ancillary Agreements to which it is a party. The executionThis Agreement has been, delivery and performance each Ancillary Agreement to which it is a party will at Closing be, duly authorized, executed and delivered by Purchaser of this Agreement have been duly authorized by all requisite corporate action on the part of Purchaser and no other additional corporate proceedings on the part of Purchaser are required in connection with necessary to authorize the execution, delivery and performance by Purchaser consummation of this AgreementAgreement and the transactions contemplated hereby and thereby.

Corporate Authorization. Purchaser Each Buyer has full corporate power and authority to execute and deliver this AgreementAgreement and each of the Transaction Documents to which it is a party, and to perform its obligations hereunderhereunder and thereunder. The execution, delivery and performance by Purchaser each Buyer of this Agreement have and each of the Transaction Documents to which it is a party has been duly and validly authorized by all requisite corporate action on the part of Purchaser such Buyer and no other additional corporate proceedings on the part of Purchaser are consent by such Buyer is required in connection with the execution, delivery and performance by Purchaser of this Agreementtherewith.

Corporate Authorization. Purchaser has full corporate power and authority to execute and deliver this AgreementAgreement and each of the Ancillary Agreements, and to perform its obligations hereunderhereunder and thereunder. The execution, delivery and performance by Purchaser of this Agreement and each of the Ancillary Agreements have been duly and validly authorized by all requisite corporate action on the part of Purchaser and no other additional corporate proceedings on the part of Purchaser are authorization or consent is required in connection with the execution, delivery and performance by Purchaser of this AgreementAgreement and each of the Ancillary Agreements.

Corporate Authorization. The Purchaser has full the requisite corporate power and authority to execute enter into and deliver this Agreement, and to perform its obligations hereunderunder this Agreement. The execution, delivery and performance by the Purchaser of its obligations under this Agreement and the consummation of the Arrangement and the other transactions contemplated hereby have been duly authorized by all requisite necessary corporate action on the part of the Purchaser and no other corporate proceedings on the part of the Purchaser are required in connection with necessary to authorize this Agreement or the execution, delivery and performance by Purchaser consummation of this Agreementthe Arrangement.

Corporate Authorization. Purchaser Buyer has full corporate power and authority to execute and deliver this Agreement, Assignment Agreement and to perform its obligations hereunder. The execution, delivery and performance by Purchaser Buyer of this Assignment Agreement have been duly and validly authorized by all requisite corporate action on the part of Purchaser and no other additional corporate proceedings on the part of Purchaser are authorization or consent is required in connection with the execution, delivery and performance by Purchaser of this Agreementtherewith.

Corporate Authorization. The Purchaser has full the requisite corporate power and authority to execute enter into and deliver this Agreement, and to perform its obligations under this Agreement and the other documents to be entered into by it hereunder. The execution, delivery and performance by the Purchaser of its obligations under this Agreement and the consummation of the Arrangement and other transactions contemplated by this Agreement have been duly authorized by all requisite necessary corporate action on the part of the Purchaser and no other corporate proceedings on the part of the Purchaser are required in connection with necessary to authorize this Agreement or the execution, delivery consummation of the Arrangement and performance by Purchaser of this Agreementother transactions contemplated hereby.

Corporate Authorization. The Purchaser has full the requisite corporate power and authority to execute enter into and deliver this Agreement, and to perform its obligations hereunderunder this Agreement. The execution, delivery and performance by the Purchaser of its obligations under this Agreement Agreement, and the consummation of the Transaction have been duly authorized by all requisite necessary corporate action on the part of the Purchaser and no other corporate proceedings on the part of the Purchaser are required in connection with necessary to authorize this Agreement or the execution, delivery and performance by Purchaser consummation of this Agreementthe Transaction.

Corporate Authorization. Purchaser has full all requisite corporate power and authority to execute and deliver this Agreement, and to perform its obligations hereunder. The execution, delivery and performance by Purchaser of this Agreement have been duly authorized by all requisite corporate action on the part of Purchaser and no other corporate proceedings on the part of Purchaser are required in connection with the execution, delivery and performance by Purchaser of this Agreement.obligations

Corporate Authorization. The Purchaser has full the requisite corporate power and authority to execute enter into and deliver this Agreement, and to perform its obligations hereunderunder this Agreement. The execution, delivery and performance by the Purchaser of its obligations under this Agreement and the consummation of the Arrangement and the other transactions contemplated hereby have been duly authorized by all requisite necessary corporate action on the part of the Purchaser and no other corporate proceedings on the part of the Purchaser are required in connection with is necessary to authorize this Agreement or the execution, delivery consummation of the Arrangement and performance by Purchaser of this Agreementthe other transactions contemplated hereby.

Corporate Authorization. Purchaser has full corporate power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder. The execution, delivery and performance by Purchaser of this Agreement have has been duly and validly authorized by all requisite corporate action on the part of Purchaser and no other additional corporate proceedings on the part of Purchaser are or shareholder authorization NY12528: 107491.4 or consent is required in connection with the execution, delivery and performance by Purchaser of this Agreement.

Corporate Authorization. Purchaser Buyer has full corporate power and authority to execute and deliver this Agreement, and to perform its obligations hereunder. The execution, delivery and performance by Purchaser Buyer of this Agreement have has been duly and validly authorized by all requisite corporate action on the part of Purchaser and no other additional corporate proceedings on the part of Purchaser are or shareholder authorization or consent is required in connection with the execution, delivery and performance by Purchaser Buyer of this Agreement.

Corporate Authorization. The Purchaser has full all necessary corporate power power, authority and authority capacity to execute and deliver enter into this Agreement, Agreement and to perform its obligations hereunderunder it. The execution, execution and delivery and performance by Purchaser of this Agreement and the completion of the transactions contemplated in it have been duly and validly authorized by all requisite necessary corporate action on the part of the Purchaser and no other corporate proceedings on this Agreement constitutes a legal, valid and binding obligation of the part of Purchaser are required enforceable against it in connection accordance with the execution, delivery and performance by Purchaser of this Agreementits terms.

Corporate Authorization. Purchaser has full all requisite corporate power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder. The execution, delivery and performance by Purchaser of this Agreement have been duly authorized by all requisite corporate action on the part of Purchaser and no other corporate proceedings on the part of Purchaser are required in connection with the execution, delivery and performance by Purchaser of this Agreement.