Common use of Authority; Board Approval Clause in Contracts

Authority; Board Approval. (a) The Company has full corporate power and authority to enter into and perform its obligations under this Agreement and, subject to, in the case of the consummation of the Merger, adoption of this Agreement by the affirmative vote of a majority of the issued and outstanding Company Common Stock, which was obtained concurrently with the execution of this Agreement (the “Requisite Company Vote”), to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger and the other transactions contemplated hereby, subject only, in the case of consummation of the Merger, to the receipt of the Requisite Company Vote. The Requisite Company Vote is the only vote or consent of the holders of any class or series of the Company’s capital stock required to approve and adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms (except as enforcement may be limited by general principles of equity or by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally).

Authority; Board Approval. (a) The Company has full corporate power and authority to enter into and perform its obligations under this Agreement and, subject to, in and the case of Ancillary Documents to which it is a party and to consummate the consummation of the Merger, adoption of this transactions contemplated hereby and thereby. This Agreement has been approved and adopted by the affirmative vote or consent of a majority Shareholders representing one hundred percent (100%) of the issued and outstanding Company shares of Voting Common Stock, which was obtained concurrently with the execution of this Agreement Stock (the “Requisite Company Vote”), to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement and any Ancillary Document to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery and performance of this Agreement or the Ancillary Documents or to consummate the Merger and the other transactions contemplated hereby, subject only, in the case of consummation of the Merger, to the receipt of the Requisite Company Votehereby and thereby. The Requisite Company Vote has been obtained, and is the only vote or consent of the holders of any class or series of the Company’s capital stock required to approve and adopt this AgreementAgreement and the Ancillary Documents, approve the Merger and consummate the Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Company enforceable against the Company it in accordance with its terms terms. When each Ancillary Document to which the Company is or will be a party has been duly executed and delivered by the Company (except as enforcement may be limited assuming due authorization, execution and delivery by general principles each other party thereto), such Ancillary Document will constitute a legal and binding obligation of equity or by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally)the Company enforceable against it in accordance with its terms.

Authority; Board Approval. (a) The Company Pxxx has full corporate power and authority to enter into and perform its obligations under this Agreement and, subject to, in and the case of the consummation of the Merger, adoption of this Agreement by the affirmative vote of Ancillary Documents to which it is a majority of the issued party and outstanding Company Common Stock, which was obtained concurrently with the execution of this Agreement (the “Requisite Company Vote”), to consummate the transactions contemplated herebytransactions. The execution, delivery delivery, and performance by the Company Pxxx of this Agreement and any Ancillary Document to which it is a party and the consummation by the Company Pxxx of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Company Pxxx and no other corporate proceedings on the part of the Company Pxxx are necessary to authorize the execution, delivery delivery, and performance of this Agreement or to consummate the Merger Mergers and the other transactions contemplated hereby, subject only, in the case of consummation of the Merger, to the receipt of the Requisite Company Vote. The Requisite Company Vote is the only vote or consent of the holders of any class or series of the Company’s capital stock required to approve hereby and adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated herebythereby. This Agreement has been duly executed and delivered by the CompanyPxxx, and (assuming due authorization, execution, and delivery by each other party) this Agreement constitutes a legal, valid, and binding obligation of Pxxx enforceable against Pxxx in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium, and other similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). When each Ancillary Document to which Pxxx is or will be a party has been duly executed and delivered by Pxxx (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes thereto), such Ancillary Document will constitute a legal, valid legal and binding obligation of the Company Pxxx enforceable against the Company it in accordance with its terms (terms, except as enforcement such enforceability may be limited by general principles of equity or by bankruptcy, insolvency insolvency, moratorium, and other similar laws affecting creditors’ rights generally and remedies generallyby general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authority; Board Approval. (a) The Company has full corporate power and authority to enter into and perform its obligations under this Agreement to which it is a party and, subject to, in the case of the consummation of the Merger, adoption of this Agreement by the affirmative vote or consent of stockholders of the Company representing a majority of the issued and outstanding Company Common Stock, which was obtained concurrently with the execution of this Agreement Shares (the “Requisite Company Vote”), to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger and the other transactions contemplated herebyhereby and thereby, subject only, in the case of consummation of the Merger, to the receipt of the Requisite Company Vote. The Requisite Company Vote is the only vote or consent of the holders of any class or series of the Company’s capital stock required to approve and adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms (except as enforcement may be limited by general principles of equity or by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally)terms.

Authority; Board Approval. (a) The Company Target has full corporate power and authority to enter into and perform its obligations under this Agreement and, subject to, in and the case of the consummation of the Merger, adoption of this Agreement by the affirmative vote of Ancillary Agreements to which it is a majority of the issued party and outstanding Company Common Stock, which was obtained concurrently with the execution of this Agreement (the “Requisite Company Vote”), to consummate the transactions contemplated herebyMerger. The execution, delivery and performance by the Company Target of this Agreement and any Ancillary Agreement to which it is a party and the consummation by the Company Target of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Company Target and Seller and no other corporate proceedings on the part of the Company Target or Seller are necessary to authorize the execution, delivery and performance of this Agreement Agreement, any Ancillary Agreements to which Target is a party or to consummate the Merger and the other transactions contemplated hereby, subject only, in the case of consummation of the Merger, to the receipt of the Requisite Company Votehereby and thereby. The Requisite Company Vote approval of Seller as the sole stockholder of Target is the only vote or consent of the holders of any class or series of the CompanyTarget’s capital stock required to approve and adopt this AgreementAgreement and the Ancillary Agreements, approve the Merger and consummate the Merger and the other transactions contemplated herebyhereby and thereby. This Agreement and each Ancillary Agreement to which Target is a party has been duly executed and delivered by the Company, Target and (assuming due authorization, execution and delivery by each other party heretohereto or thereto) this Agreement constitutes a legal, valid and binding obligation of the Company Target enforceable against the Company Target in accordance with its terms (terms, except as enforcement the enforceability hereof may be limited by general principles of equity or by any applicable bankruptcy, insolvency and insolvency, reorganization, moratorium or other similar laws affecting creditors’ the enforcement of creditor’s rights generally and as limited by the availability of specific performance and other equitable remedies generallyor applicable equitable principles (whether considered in a proceeding at law or in equity).

Authority; Board Approval. (a) The Company has full corporate power and authority to enter into and perform its obligations under this Agreement and, subject to, in the case of the consummation of the Merger, adoption of this Agreement by the affirmative vote or consent of Stockholder representing a majority of the issued and outstanding Company Common Stock, which was obtained concurrently Shares in accordance with the execution of this Agreement Company Charter Documents (the “Requisite Company Vote”), to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger and the other transactions contemplated herebyhereby and thereby, subject only, in the case of consummation of the Merger, to the receipt of the Requisite Company Vote. The Requisite Company Vote is the only vote or consent of the holders of any class or series of the Company’s capital stock required to approve and adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has been duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms (except as such enforcement may be limited by general principles of equity equitable principles, or by bankruptcy, insolvency and other similar laws affecting creditors’ the enforcement of creditors rights and remedies generally).