Common use of Authority; Binding Obligation Clause in Contracts

Authority; Binding Obligation. The execution and delivery by Acquiror and Acquiror Sub of this Merger Agreement and all other Agreements, documents, certificates or other instruments contemplated hereby, and the consummation by Acquiror and Acquiror Sub of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action, and no other corporate proceedings on the part of Acquiror or Acquiror Sub are necessary to authorize this Merger Agreement and the other Agreements, documents, certificates or other instruments contemplated hereby, or to consummate the transactions contemplated hereby and thereby. This Merger Agreement has been duly executed and delivered by Acquiror and Acquiror Sub and constitutes a legal, valid and binding obligation of each of Acquiror and Acquiror Sub (assuming the Merger Agreement has been duly executed and delivered by Company and constitutes a legal, valid and binding obligation of Company), enforceable in accordance with its terms, except as such enforceability may be subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting creditors' rights generally and subject to the effect of general equitable principles (whether considered in a proceeding in equity or at law).

Authority; Binding Obligation. The execution and delivery by Acquiror and Acquiror Sub of this Merger Agreement and all other Agreements, documents, certificates or other instruments Documents contemplated hereby, and the consummation by Acquiror and Acquiror Sub of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action, action and no other corporate proceedings on the part of Acquiror or Acquiror Sub are necessary to authorize this Merger Agreement and the other Agreements, documents, certificates or other instruments Documents contemplated hereby, or to consummate the transactions contemplated hereby and thereby, other than the approval by the stockholders of Acquiror of both the Acquiror Charter Amendment and the issuance of Acquiror Common Stock pursuant to the Merger Agreement. This Merger Agreement has been duly executed and delivered by Acquiror and Acquiror Sub and constitutes a legal, valid and binding obligation of each of Acquiror and Acquiror Sub (assuming the Merger Agreement has been duly executed and delivered by Company and constitutes a legal, valid and binding obligation of Company), enforceable in accordance with its terms, except as such enforceability may be subject to the effect of any applicable bankruptcy, insolvency, insolvency fraudulent conveyance, reorganization, moratorium or similar Laws affecting creditors' rights generally and subject to the effect of general equitable principles (whether considered in a proceeding in equity or at law).

Authority; Binding Obligation. Each of Acquiror and Acquiror Sub has the full and unrestricted corporate power and authority to execute and deliver this Merger Agreement and to carry out the transactions contemplated hereby. The execution and delivery by Acquiror and Acquiror Sub of this Merger Agreement and all other Agreements, documents, certificates or other instruments contemplated hereby, and the consummation by Acquiror and Acquiror Sub of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action, and no other corporate proceedings on the part of Acquiror or Acquiror Sub are necessary to authorize this Merger Agreement and the other Agreements, documents, certificates or other instruments contemplated hereby, or to consummate the transactions contemplated hereby and thereby. This Merger Agreement has been duly executed and delivered by Acquiror and Acquiror Sub and constitutes a legal, valid and binding obligation of each of Acquiror and Acquiror Sub (assuming the Merger Agreement has been duly executed and delivered by Company and constitutes a legal, valid and binding obligation of Company)Sub, enforceable in accordance with its terms, except as such enforceability may be subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting creditors' rights generally and subject to the effect of general equitable principles (whether considered in a proceeding in equity or at law).

Authority; Binding Obligation. The Other than the adoption and approval of this Merger Agreement and the Merger by an affirmative vote of holders of more than two-thirds of the outstanding shares of the Company’s Class A common stock and Class B common stock, voting as separate classes, in accordance with the VSCA (the “Company Shareholder Approval”), (a) the execution and delivery by Acquiror and Acquiror Sub Company of this Merger Agreement and all other Agreements, documents, certificates or other instruments contemplated herebyrequired to be executed by Company in connection herewith, and the consummation by Acquiror and Acquiror Sub Company of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action, and (b) no other corporate proceedings on the part of Acquiror or Acquiror Sub Company are necessary to authorize this Merger Agreement and the other Agreements, documents, certificates or other instruments contemplated herebyrequired to be executed by Company in connection herewith, or to consummate the transactions contemplated hereby and thereby. This Merger Agreement has been duly executed and delivered by Acquiror and Acquiror Sub and constitutes a legal, valid and binding obligation of each of Acquiror and Acquiror Sub (assuming the Merger Agreement has been duly executed and delivered by Company and constitutes a legal, valid and binding obligation of Company), enforceable against Company in accordance with its terms, except as such enforceability may be subject to the effect effects of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting creditors' ’ rights generally and subject to the effect effects of general equitable principles (whether considered in a proceeding in equity or at law).

Authority; Binding Obligation. Each of Acquiror and Acquiror Sub has the full and unrestricted corporate power and authority to execute and deliver this Reorganization Agreement and to carry out the transactions contemplated hereby. The execution and delivery by Acquiror and Acquiror Sub of this Merger Reorganization Agreement and all other Agreements, documents, certificates or other instruments contemplated hereby, and the consummation by Acquiror and Acquiror Sub of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action, and no other corporate proceedings on the part of Acquiror or Acquiror Sub are necessary to authorize this Merger Reorganization Agreement and the other Agreements, documents, certificates or other instruments contemplated hereby, or to consummate the transactions contemplated hereby and thereby. This Merger Reorganization Agreement has been duly executed and delivered by Acquiror and Acquiror Sub and constitutes a legal, valid and binding obligation of each of Acquiror and Acquiror Sub (assuming the Merger Agreement has been duly executed and delivered by Company and constitutes a legal, valid and binding obligation of Company)Sub, enforceable in accordance with its terms, except as such enforceability may be subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting creditors' rights generally and subject to the effect of general equitable principles (whether considered in a proceeding in equity or at law).

Authority; Binding Obligation. The execution and delivery by Acquiror and Acquiror Sub the Company of this Merger Agreement Agreement, the execution and delivery by the Company and the Subsidiaries of all other Agreements, documents, certificates or other instruments Documents contemplated hereby, and the consummation by Acquiror the Company and Acquiror Sub the Subsidiaries of the transactions contemplated hereby and thereby, thereby have been duly authorized by all necessary corporate action, and no other corporate proceedings on the part of Acquiror the Company or Acquiror Sub the Subsidiaries are necessary to authorize this Merger Agreement and the other Agreements, documents, certificates or other instruments Documents contemplated hereby, or to consummate the transactions contemplated hereby and thereby, other than the approval and adoption of this Merger Agreement by the holders of a majority of the outstanding shares of Company Common Stock in accordance with Delaware Law and the Company's certificate of incorporation and bylaws (assuming neither Acquiror nor Acquisition Sub is an "interested stockholder" of the Company under Section 203 of Delaware Law immediately before the execution and delivery of this Merger Agreement). This Merger Agreement has been duly executed and delivered by Acquiror and Acquiror Sub and constitutes a legal, valid and binding obligation of each of Acquiror and Acquiror Sub (assuming the Merger Agreement has been duly executed and delivered by Company and constitutes a legal, valid and binding obligation of the Company), enforceable in accordance with its terms, except as such enforceability may be subject to the effect effects of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting creditors' rights generally and subject to the effect effects of general equitable principles (whether considered in a proceeding in equity or at law).

Authority; Binding Obligation. The execution Seller has all requisite power, authority and delivery by Acquiror legal capacity to execute and Acquiror Sub of deliver this Merger Agreement and all each of the other Agreementsagreements, documents, certificates or other instruments contemplated herebyhereby (the “Seller Documents”), to perform its obligations hereunder and thereunder and to consummate the transactions hereby and thereby. The execution, delivery and performance by Seller of this Agreement, the execution, delivery and performance by Seller of the Seller Documents, and the consummation by Acquiror and Acquiror Sub Seller of the transactions contemplated hereby and thereby, have been duly authorized and approved by all necessary corporate action, and no other corporate proceedings proceeding on the part of Acquiror or Acquiror Sub are Seller is necessary to authorize this Merger Agreement and the other Agreements, documents, certificates or other instruments contemplated herebySeller Documents, or to consummate the transactions contemplated hereby and thereby. This Merger Agreement has been been, and the Seller Documents will be at or prior to the Closing, duly executed and delivered by Acquiror Seller. This Agreement constitutes, and Acquiror Sub the Seller Documents when so executed and constitutes delivered, will constitute a legal, valid and binding obligation of each of Acquiror and Acquiror Sub (assuming the Merger Agreement has been duly executed and delivered by Company and constitutes a legal, valid and binding obligation of Company)Seller, enforceable in accordance with its terms, except as such enforceability may be subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and similar Laws laws, affecting creditors' ’ rights generally and subject remedies generally, and subject, as to the effect enforceability, to general principles of general equitable equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether considered enforcement is sought in a proceeding at law or in equity or at lawequity).

Authority; Binding Obligation. Each of Acquiror and Acquiror Sub has the full and unrestricted corporate power and authority to execute and deliver this Merger Agreement and to carry out the transactions contemplated hereby. The execution and delivery by Acquiror and Acquiror Sub of this Merger Agreement and all other Agreementsagreements, documents, certificates or other instruments contemplated hereby, and the consummation by Acquiror and Acquiror Sub of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action, and no other corporate proceedings on the part of Acquiror or Acquiror Sub are necessary to authorize this Merger Agreement and the other Agreementsagreements, documents, certificates or other instruments contemplated hereby, or to consummate the transactions contemplated hereby and thereby. This Merger Agreement has been duly executed and delivered by Acquiror and Acquiror Sub and constitutes a legal, valid and binding obligation of each of Acquiror and Acquiror Sub (assuming the Merger Agreement has been duly executed and delivered by Company and constitutes a legal, valid and binding obligation of Company)Sub, enforceable in accordance with its terms, except as such enforceability may be subject to the effect of any applicable bankruptcy, insolvency, insolvency fraudulent conveyance, reorganization, moratorium or similar Laws affecting creditors' rights generally and subject to the effect of general equitable principles (whether considered in a proceeding in equity or at law); provided, however, that the Merger will not become effective until Articles of Merger reflecting the Merger are filed with the office of the Secretary of State of Delaware.

Authority; Binding Obligation. The execution and delivery by Acquiror and Acquiror Sub the Company of this Merger Agreement Agreement, the execution and delivery by the Company and the Subsidiaries of all other Agreementsagreements, documents, certificates or other instruments contemplated hereby, and the consummation by Acquiror the Company and Acquiror Sub the Subsidiaries of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate and shareholder action, and no other corporate or shareholder proceedings on the part of Acquiror the Company or Acquiror Sub the Subsidiaries are necessary to authorize this Merger Agreement and the other Agreementsagreements, documents, certificates or other instruments contemplated hereby, or to consummate the transactions contemplated hereby and therebythereby (other than, with respect to the Merger, the filings and recordation of appropriate merger documents as required by Delaware Law). This Merger Agreement has been duly executed and delivered by Acquiror the Company and, assuming the due authorization, execution and delivery by Acquiror, Acquiror Sub and the Company Stockholder, constitutes a legal, valid and binding obligation of each of Acquiror and Acquiror Sub (assuming the Merger Agreement has been duly executed and delivered by Company and constitutes a legal, valid and binding obligation of Company), enforceable in accordance with its terms, except as such enforceability may be subject to the effect effects of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting creditors' rights generally and subject to the effect effects of general equitable principles (whether considered in a proceeding in equity or at law); provided, however, that the Merger will not become effective until Articles of Merger reflecting the Merger are filed with the office of the Secretary of State of the State of Delaware.