Common use of Authority and Consents Clause in Contracts

Authority and Consents. The execution and performance of this Agreement and the other documents to be executed by the Company pursuant to the terms hereof will not result in a violation of the Company’s Articles of Incorporation or Bylaws. The Company has full power and authority (corporate and otherwise) to enter into this Agreement and the other documents to be executed by the Company pursuant to the terms hereof and to carry out the transactions contemplated by this Agreement and such other documents. This Agreement and the other documents to be executed by the Company pursuant to the terms hereof delivery to Purchaser have been duly authorized by the Board of Directors of the Company, and no further corporate action prior to the Closing shall be necessary on the part of the Company (other than obtaining the consent of the Company Shareholders) to effect the Merger or to make this Agreement and the other documents to be executed by the Company pursuant to the terms hereof and the transactions contemplated by this Agreement and such other documents valid and binding upon the Company. No shareholder of the Company has or will have any dissenters’, appraisal or similar rights in connection with the transactions contemplated hereby or the change in control of the Company at the Effective Time. Upon the filing of the Merger Documents with the Secretaries of State for the State of Delaware and the State of New Hampshire, the Merger shall be immediately and automatically effective without further action by any person or entity. This Agreement and the other documents to be executed by the Company pursuant to the terms hereof do and will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, subject as to enforcement only: (i) to bankruptcy, insolvency, reorganization, arrangement, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights generally; and (ii) to general principles of equity. The Company has delivered to Purchaser true, complete and correct copies of (i) its Articles of Incorporation, as amended to date, (ii) its Bylaws, as amended to date, and (iii) its stock ledger, in each case, certified by an officer of the Company. The Articles of Incorporation and Bylaws of the Company are in full force and effect and the Company is in full compliance with the provisions thereof.

Authority and Consents. The execution and performance of this Agreement and the other documents to be executed by the Company Seller pursuant to the terms hereof will not result in a violation of the Company’s Articles Seller's Certificate of Incorporation or Bylaws. The Company Seller has full power and authority (corporate and otherwise) to enter into this Agreement and the other documents to be executed by the Company pursuant to the terms hereof Seller and to carry out the transactions contemplated by this Agreement and such other documents. This Agreement and the other documents to be executed by the Company Seller pursuant to the terms hereof and their execution and delivery to Purchaser Acquisition Subsidiary and BEA have been duly authorized by the Board of Directors of the CompanySeller, and and, subject to Section 5.5, no further corporate action prior to the Closing shall be necessary on the part of the Company (other than obtaining the consent of the Company Shareholders) Seller or its stockholders to effect the Merger or to make this Agreement and the other documents to be executed by the Company Seller pursuant to the terms hereof and the transactions contemplated by this Agreement and such other documents valid and binding upon the Company. No shareholder of the Company has or will have any dissenters’, appraisal or similar rights in connection with the transactions contemplated hereby or the change in control of the Company at the Effective TimeSeller. Upon the filing of the Certificate of Merger Documents with the Secretaries Secretary of State for the State of Delaware and the State of New HampshireDelaware, the Merger shall be immediately and automatically effective without further action by any person or entity. This Agreement and the other documents to be executed by the Company Seller pursuant to the terms hereof do and will constitute a legal, valid and binding obligation of the CompanySeller, enforceable against the Company Seller in accordance with their respective terms, subject as to enforcement only: (i) to bankruptcy, insolvency, reorganization, arrangement, moratorium and other similar laws of general applicability relating to or affecting creditors’ ' rights generally; and (ii) to general principles of equity. The Company Seller has delivered to Purchaser BEA true, complete and correct copies of (i) its Articles Certificate of Incorporation, as amended to date, certified by the appropriate official of the jurisdiction of incorporation, (ii) its Bylaws, as amended to date, and (iii) its stock ledger, in each case, certified by an officer of the Company. The Articles Certificate of Incorporation and Bylaws of the Company Seller are in full force and effect and the Company Seller is in full compliance with the provisions thereof.

Authority and Consents. The execution and performance of this Agreement and the other documents to be executed by the Company pursuant to the terms hereof will not result in a violation of the Company’s 's Articles of Incorporation or Bylaws. The Company has full power and authority (corporate and otherwise) to enter into this Agreement and the other documents to be executed by the Company pursuant to the terms hereof and to carry out the transactions contemplated by this Agreement and such other documents. Each of the Shareholders has the legal capacity and competence to effect and deliver this Agreement and the other documents to be executed by the Shareholders pursuant to the terms hereof. This Agreement and the other documents to be executed by the Company pursuant to the terms hereof and their execution and delivery to Merger Subsidiary and Purchaser have been duly authorized by the Board of Directors and the shareholders of the Company, and and, no further corporate action prior to the Closing shall be necessary on the part of the Company (other than obtaining the consent of the Company Shareholders) or its shareholders to effect the Merger or to make this Agreement and the other documents to be executed by the Company pursuant to the terms hereof and the transactions contemplated by this Agreement and such other documents valid and binding upon the Company. No shareholder of the Company has or will have any dissenters’, appraisal or similar rights in connection with the transactions contemplated hereby or the change in control of the Company at the Effective Time. Upon the filing of the Merger Documents with the Secretaries of State for the State of Delaware and the State of New HampshireFlorida, the Merger shall be immediately and automatically effective without further action by any person or entity. This Agreement and the other documents to be executed by the Company and the Shareholders pursuant to the terms hereof do and will constitute a legal, valid and binding obligation of the CompanyCompany and the Shareholders, enforceable against the Company and the Shareholders in accordance with their respective terms, subject as to enforcement only: (i) to bankruptcy, insolvency, reorganization, arrangement, moratorium and other similar laws of general applicability relating to or affecting creditors’ ' rights generally; and (ii) to general principles of equity. Each Shareholder hereby consents to the Merger and all of the transactions contemplated hereby. The Company has delivered to Purchaser true, complete and correct copies of (i) its Articles of Incorporation, as amended to date, certified by the appropriate official of the jurisdiction of incorporation, (ii) its Bylaws, as amended to date, and (iii) its stock ledger, in each case, certified by an officer of the Company's corporate secretary. The Articles of Incorporation and Bylaws of the Company are in full force and effect and the Company is in full compliance with the provisions thereof.

Authority and Consents. The execution and performance of this Agreement and the other documents to be executed by the Company Seller pursuant to the terms hereof will not result in a violation of the Company’s Seller's Articles of Incorporation or Bylaws. The Company Seller has full power and authority (corporate and otherwise) to enter into this Agreement and the other documents to be executed by the Company Seller pursuant to the terms hereof and to carry out the transactions contemplated by this Agreement and such other documents. This Agreement and the other documents to be executed by the Company Seller pursuant to the terms hereof and their execution and delivery to Purchaser Micrel Subsidiary and Micrel have been duly authorized by the Board of Directors and shareholders of the CompanySeller and, and subject to Section 0, no further corporate action prior to the Closing shall be necessary on the part of the Company (other than obtaining the consent of the Company Shareholders) Seller or its shareholders to effect the Merger or to make this Agreement and the other documents to be executed by the Company Seller pursuant to the terms hereof and the transactions contemplated by this Agreement and such other documents valid and binding upon the Company. No shareholder of the Company has or will have any dissenters’, appraisal or similar rights in connection with the transactions contemplated hereby or the change in control of the Company at the Effective TimeSeller. Upon the filing of the Merger Documents with the Secretaries Secretary of State for the State States of Delaware California and the State of New HampshireDelaware, the Merger shall be immediately and automatically effective without further action by any person or entity. This Agreement and the other documents to be executed by the Company Seller pursuant to the terms hereof do and will constitute a legal, valid and binding obligation of the CompanySeller, enforceable against the Company Seller in accordance with their respective terms, subject as to enforcement only: (i) to bankruptcy, insolvency, reorganization, arrangement, moratorium and other similar laws of general applicability relating to or affecting creditors’ ' rights generally; and (ii) to general principles of equity. The Company Seller has delivered to Purchaser Micrel true, complete and correct copies of (i) its Articles of Incorporation, as amended to date, certified by the appropriate official of the jurisdiction of incorporation, (ii) its Bylaws, as amended to date, and (iii) its stock ledger, in each case, certified by an officer of the CompanySeller's corporate secretary. The Articles of Incorporation and Bylaws of the Company Seller are in full force and effect and the Company Seller is in full compliance with the provisions thereof.

Authority and Consents. The execution and performance of this Agreement and the other documents to be executed by the Company pursuant to the terms hereof will not result in a violation of the Company’s Articles 's Certificate of Incorporation or Bylaws. The Company has full power and authority (corporate and otherwise) to enter into this Agreement and the other documents to be executed by the Company pursuant to the terms hereof and and, subject to the receipt of consent of the Shareholders pursuant to Section 6.2 below, to carry out the transactions contemplated by this Agreement and such other documents. This Agreement and the other documents to be executed by the Company pursuant to the terms hereof and their execution and delivery to Merger Subsidiary and Purchaser have been duly authorized by the Board of Directors of the Company, and no further corporate action prior to the Closing shall be necessary on the part of the Company (other than obtaining the consent of the Company ShareholdersShareholders pursuant to Section 6.2 below) to effect the Merger or to make this Agreement and the other documents to be executed by the Company pursuant to the terms hereof and the transactions contemplated by this Agreement and such other documents valid and binding upon the Company. No shareholder of the Company has or will have any dissenters’, appraisal or similar rights in connection with the transactions contemplated hereby or the change in control of the Company at the Effective Time. Upon the filing of the Merger Documents Certificate with the Secretaries Secretary of State for the State of Delaware and the State of New HampshireDelaware, the Merger shall be immediately and automatically effective without further action by any person or entity. This Agreement and the other documents to be executed by the Company pursuant to the terms hereof do and will constitute a legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with their respective terms, subject as to enforcement only: (i) to bankruptcy, insolvency, reorganization, arrangement, moratorium and other similar laws of general applicability relating to or affecting creditors’ ' rights generally; and (ii) to general principles of equity. The Company has delivered to Purchaser true, complete and correct copies of (i) its Articles Certificate of Incorporation, as amended to date, date (ii) its Bylaws, as amended to date, and (iii) its stock ledger, in each case, certified by an officer of the Company's corporate Secretary. The Articles Certificate of Incorporation and Bylaws of the Company are in full force and effect and the Company is in full compliance with the provisions thereof.

Authority and Consents. The Company has all requisite power ---------------------- and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and performance delivery of this Agreement and the other documents Ancillary Agreements to be executed by which the Company pursuant to the terms hereof will not result in is a violation of the Company’s Articles of Incorporation or Bylaws. The Company has full power and authority (corporate and otherwise) to enter into this Agreement party and the other documents to be executed by the Company pursuant to the terms hereof and to carry out consummation of the transactions contemplated by this Agreement hereby and such other documents. This Agreement and the other documents to be executed by the Company pursuant to the terms hereof delivery to Purchaser thereby have been duly authorized by the Board of Directors of the Company, and no further all necessary corporate action prior to the Closing shall be necessary on the part of the Company (other than obtaining the consent of the Company Shareholders) to effect the Merger or to make this Agreement and the other documents to be executed by the Company pursuant to the terms hereof and the transactions contemplated by this Agreement and such other documents valid and binding upon the Company. No shareholder of the Company has or will have any dissenters’, appraisal or similar rights in connection with the transactions contemplated hereby or the change in control of the Company at the Effective Time. Upon the filing of the Merger Documents with the Secretaries of State for the State of Delaware and the State of New Hampshire, the Merger shall be immediately and automatically effective without further action by any person or entity. This Agreement and each Ancillary Agreement to which the other documents to be Company is a party has been duly executed and delivered by the Company pursuant to and constitutes the terms hereof do and will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, subject its terms except as to such enforcement only: may be limited by (i) to the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium and or other similar laws of general applicability affecting or relating to or affecting creditors’ the rights generally; of creditors generally and (ii) to the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. The execution and delivery of this Agreement or any Ancillary Agreement by the Company has delivered (including the ability by the Company to Purchaser truetransfer the Assets free and clear of all liens and encumbrances of any kind or nature whatsoever other than liens and encumbrances set forth on the Schedule of Exceptions and other than permitted encumbrances) do not, complete and correct copies the consummation of the transactions contemplated hereby or thereby 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 any benefit under (i) its Articles any provision of the Certificate of Incorporation, By-laws or other charter or organizational documents, each as amended amended, of the Company, 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 datethe Company, or any of its properties or Assets, except for those necessary consents set forth on Schedule 7.3 and except as would not reasonably be expected to have a Material ------------ Adverse Effect on the Company. No consent, approval, order or authorization of, or registration, declaration or filing with any court, administrative agency or other governmental or quasi-governmental authority or instrumentality of any jurisdiction ("Governmental Entity") is required by or with respect to the Company in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal or state securities laws, (ii) its Bylawsthe applicable requirements, if any, of bulk sales laws and the notification requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended to date, (the "HSR Act") and (iii) its stock ledgersuch other consents, in each caseauthorizations, certified by an officer filings, approvals and registrations which, if not obtained or made, would not have a Material Adverse Effect on the Company and would not reasonably be expected to prevent, or materially alter or delay, any of the Company. The Articles of Incorporation and Bylaws of the Company are in full force and effect and the Company is in full compliance with the provisions thereoftransactions contemplated by this Agreement.