Common use of AUTHORITY APPROVALS Clause in Contracts

AUTHORITY APPROVALS. Seller and Parent each have all necessary limited liability company or corporate power and authority to execute and deliver this Agreement and the Ancillary Documents to which Seller and/or Parent is or will be a party, and to complete the transactions contemplated by this Agreement. Seller and Parent have taken all action required by Law, Seller’s Governing Documents and otherwise to authorize Seller’s and Parent’s execution and delivery of this Agreement and the Ancillary Documents to which Seller or Parent is or will be a party and the performance of Seller’s and Parent’s obligations hereunder and thereunder. No other limited liability company or corporate proceeding or action on the part of Seller or Parent is necessary to approve and authorize Seller’s or Parent’s execution and delivery of this Agreement or any of the Ancillary Documents to which Seller or Parent is or will be a party or the performance of its obligations hereunder or thereunder. Seller and Parent have each duly and validly executed and delivered this Agreement, and the Ancillary Documents to be executed and delivered by Seller and/or Parent will at the Closing be duly executed and delivered by Seller and/or Parent, as applicable. Assuming the due authorization, execution and delivery of this Agreement by Buyer, this Agreement constitutes, and at the Closing each Ancillary Document to be executed and delivered by Seller and/or Parent, assuming the due authorization, execution and delivery by Buyer of each such Ancillary Document to which Buyer is or will be a party, will constitute, the legal and valid binding obligation of Seller and/or Parent, as applicable, enforceable against Seller and/or Buyer, as applicable, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to creditors’ rights generally and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

AUTHORITY APPROVALS. Seller and Parent each have Buyer has all necessary limited liability company or corporate power and authority to execute and deliver this Agreement and the Ancillary Documents to which Seller and/or Parent Buyer is or will be a party, and to complete the transactions contemplated by this Agreement. Seller and Parent have Buyer has taken all action required by Law, SellerBuyer’s Governing Documents and otherwise to authorize Seller’s and ParentBuyer’s execution and delivery of this Agreement and the Ancillary Documents to which Seller or Parent Buyer is or will be a party and the performance of Seller’s and ParentBuyer’s obligations hereunder and thereunder. No other limited liability company or corporate proceeding or action on the part of Seller or Parent Buyer is necessary to approve and authorize Seller’s or ParentBuyer’s execution and delivery of this Agreement or any of the Ancillary Documents to which Seller or Parent Buyer is or will be a party or the performance of its obligations hereunder or thereunder. Seller and Parent have each Buyer has duly and validly executed and delivered this Agreement, and the Ancillary Documents to be executed and delivered by Seller and/or Parent Buyer will at the Closing be duly executed and delivered by Seller and/or Parent, as applicableBuyer. Assuming the due authorization, execution and delivery of this Agreement by BuyerParent and Seller, this Agreement constitutes, and at the Closing each Ancillary Document to be executed and delivered by Seller and/or ParentBuyer, assuming the due authorization, execution and delivery by Buyer Seller and/or Parent, as applicable, of each such Ancillary Document to which Buyer Seller or Parent is or will be a party, will constitute, the legal and valid binding obligation of Seller and/or Parent, as applicable, Buyer enforceable against Seller and/or Buyer, as applicable, Buyer in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to creditors’ rights generally and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

AUTHORITY APPROVALS. (a) Seller and Parent each have has all necessary limited liability company or corporate power and authority to execute and deliver this Agreement and the Ancillary Documents to which Seller and/or Parent is or will be a party, and to complete the transactions contemplated by this Agreement. Seller and Parent the Seller Board have taken all action required by Law, Seller’s Governing Documents and otherwise to authorize Seller’s execution, delivery and Parent’s execution and delivery performance of this Agreement and the each Ancillary Documents Document to which Seller or Parent is or will be a party and the performance of Seller’s and Parent’s obligations hereunder and thereunder. No other limited liability company or corporate proceeding or action on the part of Seller or Parent is necessary to approve and authorize Seller’s or Parent’s execution and delivery of this Agreement or any of the Ancillary Documents to which Seller or Parent is or will be a party or the performance of its obligations hereunder or thereunderparty. Seller and Parent have each has duly and validly executed and delivered this AgreementAgreement and, and the Ancillary Documents to be executed and delivered by Seller and/or Parent will at the Closing be duly executed and delivered by Seller and/or Parent, as applicable. Assuming assuming the due authorization, execution and delivery of this Agreement by Buyer, this Agreement constitutesconstitutes the legal, valid and binding obligation of Seller enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to creditors’ rights generally and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at the Closing each law). Each Ancillary Document to be executed and which Seller is a party will, when delivered by Seller and/or Parent, at Closing and assuming the due authorization, execution and delivery of the same by Buyer of each such Ancillary Document to which Buyer is or will be a partyBuyer, will constituteconstitute the legal, the legal valid and valid binding obligation of Seller and/or Parent, as applicable, enforceable against Seller and/or Buyer, as applicable, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to creditors’ rights generally and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (b) No vote or action of any Person, other than any vote or action that was obtained or taken prior to the date hereof, is required by Law, Seller’s Governing Documents or otherwise in order to approve Seller’s execution, delivery and performance of this Agreement and the Ancillary Documents and the transactions contemplated hereby and thereby. (c) Neither the execution and delivery of this Agreement or any Ancillary Document by Seller (and/or the applicable Seller Affiliate), nor the completion or performance of the transactions by the Seller (or any applicable Seller Affiliate) contemplated hereunder and thereunder or the performance of the obligations of the Seller (and/or the applicable Seller Affiliate) hereunder, will result in a Breach of any Contract to which any Seller (and/or the applicable Seller Affiliate) is a party or to which it is bound, except for such Breaches or violations, if any, which would not reasonably be expected to preclude a Seller (and/or the applicable Seller Affiliate) from consummating the transactions contemplated by this Agreement or any Ancillary Document or to subject any Buyer to any liability with respect thereto.

AUTHORITY APPROVALS. Seller and Parent each have all necessary limited liability company or (a) Buyer has the corporate power and corporate authority to execute execute, deliver and deliver perform this Agreement and the Ancillary Documents to which Seller and/or Parent is or will be a party, and to complete the transactions contemplated by this Escrow Agreement. Seller The execution, delivery and Parent have taken all action required by Law, Seller’s Governing Documents and otherwise to authorize Seller’s and Parent’s execution and delivery performance of this Agreement and the Ancillary Documents to which Seller Escrow Agreement by Buyer have been duly authorized and approved by Buyer’s board of directors and do not require any further authorization or Parent is consent of Buyer or will be a party and the performance of Seller’s and Parent’s obligations hereunder and thereunderits stockholders. No other limited liability company or corporate proceeding or action on the part of Seller or Parent is necessary to approve and authorize Seller’s or Parent’s execution and delivery of this This Agreement or any of the Ancillary Documents to which Seller or Parent is or will be a party or the performance of its obligations hereunder or thereunder. Seller and Parent have each has been duly and validly executed and delivered this Agreementauthorized, and the Ancillary Documents to be executed and delivered by Seller and/or Parent will at Buyer and (assuming the Closing be duly executed and delivered by Seller and/or Parent, as applicable. Assuming the due valid authorization, execution and delivery of this Agreement by Buyerthe other parties hereto) is the legal, this Agreement constitutesvalid and binding agreement of Buyer enforceable in accordance with its terms, and at the Closing each Ancillary Document to Escrow Agreement has been duly authorized by Buyer and upon execution and delivery by Buyer will be executed and delivered by Seller and/or Parent, (assuming the due valid authorization, execution and delivery by Buyer of each such Ancillary Document to which Buyer is the other party or will be parties thereto) a partylegal, will constitute, the legal valid and valid binding obligation of Seller and/or Parent, as applicable, Buyer enforceable against Seller and/or Buyer, as applicable, in accordance with its terms, in each case subject to applicable bankruptcy, insolvency, reorganization, moratorium or other and similar Laws laws of general application relating to or affecting creditors’ rights generally and to general principles equity principles. (b) The only vote or consent of equity holders of any class or series of capital stock of Buyer necessary to approve and adopt this Agreement, the Escrow Agreement and the transactions contemplated hereby and thereby is the approval of the Financing, including the securities issuable in the Financing, by the affirmative vote of a majority of the shares of common stock of Buyer present in person and voting on the issue or represented by proxy and voting on the issue at the Buyer Stockholders Meeting (regardless provided that the total vote cast on the proposal represents over 50% in interest of whether enforceability is considered in a proceeding in equity or at lawall securities entitled to vote on the proposal) (the “Buyer Stockholder Approval”).

AUTHORITY APPROVALS. (a) Seller and Parent each have has all necessary limited liability company or corporate power and authority to execute and deliver this Agreement and the Ancillary Documents to which Seller and/or Parent is or will be a party, and to complete the transactions contemplated by this Agreement. Seller, the Seller Board and Parent the shareholders of Seller have taken all action required by Law, Seller’s Governing Documents and otherwise to authorize Seller’s execution, delivery and Parent’s execution and delivery performance of this Agreement and the Ancillary Documents to which Seller or Parent is or will be a party and the performance of Seller’s and Parent’s obligations hereunder and thereunder. No other limited liability company or corporate proceeding or action on the part of Seller or Parent is necessary to approve and authorize Seller’s or Parent’s execution and delivery of this Agreement or any of the Ancillary Documents to which Seller or Parent is or will be a party or the performance of its obligations hereunder or thereunderAgreement. Seller and Parent have each has duly and validly executed and delivered this AgreementAgreement and, and the Ancillary Documents to be executed and delivered by Seller and/or Parent will at the Closing be duly executed and delivered by Seller and/or Parent, as applicable. Assuming assuming the due authorization, execution and delivery of this Agreement by Buyer, this Agreement constitutes, and at the Closing each Ancillary Document to be executed and delivered by Seller and/or Parent, assuming the due authorization, execution and delivery by Buyer of each such Ancillary Document to which Buyer is or will be a party, will constitute, constitutes the legal and valid binding obligation of Seller and/or Parent, as applicable, enforceable against Seller and/or Buyer, as applicable, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to creditors’ rights generally and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (b) The Seller Board, at a meeting duly called and held prior to the execution of this Agreement or by unanimous written consent, duly and unanimously adopted resolutions (i) approving this Agreement (which approval was made in accordance with all applicable Laws); (ii) determining that the terms of this Agreement are advisable and in the best interests of the Seller Shareholders; and (iii) recommending that the shareholders of the Seller approve this Agreement and the transactions contemplated hereby. (c) The only vote of the shareholders of the Seller required to adopt or approve this Agreement and the transactions contemplated hereby is the affirmative vote of the holders of not less than a majority of the outstanding shares of voting common stock of Seller as of the designated record date (the “Required Shareholder Vote”). No other vote or action of the holders of any class or series of capital stock of Seller or any other Person is required by Law, Seller’s Governing Documents or otherwise in order to approve this Agreement and the transactions contemplated hereby by Seller. Seller obtained the Required Shareholder Vote by and through the Written Consent, which was executed by the sole holder of voting common stock of Seller and such Written Consent constitutes the valid and binding required shareholder vote under Michigan corporate law. (d) The Written Consent was duly adopted, has not been amended or rescinded, is in full force and effect, and was circulated and solicited in compliance with all applicable Laws.

AUTHORITY APPROVALS. Seller (a) Buyers and the Parent each have has (i) all necessary limited liability company or corporate power and authority to execute and deliver this Agreement and the Ancillary Documents to which Seller and/or Parent is or will be a party, and to complete the transactions contemplated by this Agreement. Seller and Parent have , (ii) taken all action required by Law, Seller’s the applicable Governing Documents and otherwise to authorize Sellersuch entity’s execution, delivery and Parent’s execution and delivery performance of this Agreement and the each Ancillary Documents Document to which Seller or Parent such entity is or will be a party and the performance of Seller’s and Parent’s obligations hereunder and thereunder. No other limited liability company or corporate proceeding or action on the part of Seller or Parent is necessary to approve and authorize Seller’s or Parent’s execution and delivery of this Agreement or any of the Ancillary Documents to which Seller or Parent is or will be a party or the performance of its obligations hereunder or thereunder. Seller and Parent have each party, (iii) duly and validly executed and delivered this Agreement, and the Ancillary Documents to be executed and delivered by Seller and/or Parent will at the Closing be duly executed and delivered by Seller and/or Parent, as applicable. Assuming the due authorization, execution and delivery of this Agreement by Buyerthe Seller, this Agreement constitutesconstitutes the legal, valid and binding obligation of Buyers and Parent enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to creditors’ rights generally and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at the Closing each law). Each Ancillary Document to be executed and which any Buyer is a party will, when delivered by Seller and/or Parent, such Buyer at Closing and assuming the due authorization, execution and delivery of the same by Buyer of each such Ancillary Document to which Buyer is the Seller (or will be a partyany applicable Seller Affiliate), will constituteconstitute the legal, the legal valid and valid binding obligation of Seller and/or Parent, as applicable, such Buyer enforceable against Seller and/or Buyer, as applicable, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to creditors’ rights generally and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (b) No vote or action of any Person, other than any vote or action that was obtained or taken prior to the date hereof, is required by Law, any Buyer’s or Parent’s Governing Documents or otherwise in order to approve the Buyers’ and Parent’s execution, delivery and performance of this Agreement and the Ancillary Documents and the transactions contemplated hereby and thereby.