Common use of Authority; Consents and Approvals Clause in Contracts

Authority; Consents and Approvals. (a) The Company has all requisite corporate (or equivalent organizational) power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company, the performance of Company’s obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action of the Company. The Company has duly executed and delivered this Agreement. This Agreement constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). (b) The execution and delivery of this Agreement by the Company, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby require no filing or registration with, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any Governmental Authority, other than (i) compliance with any applicable requirements of the HSR Act and the EU Merger Control Regulation, (ii) such consents, approvals, authorizations, registrations, declarations or filings as may be required under the other Regulatory Laws set forth in Section 2.2(b)(ii) of the Company Disclosure Letter, (iii) compliance with the requirements of the Exchange Act, (iv) such filings with the SEC as may be required on behalf of Purchaser or Parent in connection with this Agreement and the Offer, (v) any actions or filings under Law the absence of which would not, individually or in the aggregate, result in a Material Adverse Effect. (c) The Company Board, at a meeting duly called and held, duly adopted resolutions (i) approving this Agreement, the Offer and the other transactions contemplated hereby, and (ii) recommending that the Company Shareholders accept the Offer on the terms and conditions set forth in this Agreement and tender their Shares pursuant to the Offer on the terms and conditions set forth in this Agreement, which resolutions, as of the date of this Agreement, have not been rescinded, modified or withdrawn in any way.

Authority; Consents and Approvals. (a) The Company Seller has all requisite necessary corporate (or equivalent organizational) power ---------------------------------- and authority to execute execute, deliver and deliver this Agreement, to perform its obligations hereunder under this 'Agreement and to consummate the transactions contemplated hereby. The execution , and delivery of this Agreement by the Company, the performance of Company’s obligations hereunder and the consummation of the transactions contemplated hereby such actions have been duly authorized by all requisite necessary corporate action of actions. This Agreement, and the Company. The Company has agreements, certificates, instruments and other documents to be delivered by the Seller in connection with this Agreement (collectively with this Agreement, the "Seller Transaction Documents"), have been duly executed and ---------------------------- delivered this Agreement. This Agreement constitutes by Seller and constitute the legal, valid and binding obligation of the Company Seller enforceable against the Company Seller in accordance with its terms, except that such enforceability their terms (i) may be limited by subject to laws of general application relating to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium moratorium, fraudulent conveyance and other similar Laws laws of general application affecting or relating to the enforcement of creditors’ ' rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). (b) The execution and delivery of this Agreement by the Company, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby require no filing or registration with, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any Governmental Authority, other than (i) compliance with any applicable requirements of the HSR Act and the EU Merger Control Regulation, (ii) such consents, approvals, authorizations, registrations, declarations or filings as may be required under the other Regulatory Laws set forth in Section 2.2(b)(ii) of the Company Disclosure Letter, (iii) compliance with the requirements of the Exchange Act, (iv) such filings with the SEC as may be required on behalf of Purchaser or Parent in connection with this Agreement and the Offer, (v) any actions or filings under Law the absence of which would not, individually or in the aggregate, result in a Material Adverse Effect. (c) The Company Board, at a meeting duly called and held, duly adopted resolutions (i) approving this Agreement, the Offer and the other transactions contemplated herebygenerally, and (ii) recommending except that the Company Shareholders accept availability of the Offer remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding thereof may be brought. Except as set forth on Section 6.1(g) of Seller's Disclosure Schedule, no ------------------------------------------------ consent, approval or authorization of or designation, declaration or filing with any governmental authority on the terms part of Seller is required in connection with the valid execution, delivery and conditions set forth in this Agreement and tender their Shares pursuant to the Offer on the terms and conditions set forth in this Agreement, which resolutions, as performance by Seller of the date Seller Transaction Documents, and the consummation by Seller of this Agreement, have not been rescinded, modified or withdrawn in any waythe transactions contemplated thereby.

Authority; Consents and Approvals. (a) The Company Each of Parent and Purchaser has all requisite corporate (or equivalent organizational) power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Parent and Purchaser of this Agreement, and the consummation by Parent and Purchaser of the transactions contemplated hereby, have been duly authorized and approved by their respective Boards of Directors, which authorization and approval, as of the date of this Agreement, have not been rescinded, modified or withdrawn in any way, and no other corporate action on the part of Parent and Purchaser is necessary to authorize the execution, delivery and performance by Parent and Purchaser of this Agreement and the consummation by them of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Purchaser and, assuming due authorization, execution and delivery of this Agreement by the Company, the performance of Company’s obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action of the Company. The Company has duly executed and delivered this Agreement. This Agreement constitutes the a legal, valid and binding obligation of the Company each of Parent and Purchaser, enforceable against the Company each of them in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general application affecting or relating subject only to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). (b) The execution and delivery of this Agreement by the Companyeach of Parent and Purchaser, the performance of its each of Parent’s and Purchaser’s obligations hereunder and the consummation of the transactions contemplated hereby require no filing or registration with, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any Governmental Authority, other than (i) compliance with any applicable requirements of the HSR Act and the EU Merger Control Regulation, (ii) such consents, approvals, authorizations, registrations, declarations or filings as may be required under the other Regulatory Laws set forth in Section 2.2(b)(ii) of the Company Disclosure Letter, (iii) compliance with the requirements of the Exchange Act, (iv) such filings with the SEC as may be required on behalf of Purchaser or Parent in connection with this Agreement and the Offer, (v) compliance with the requirements of Spanish Law, including if applicable, any Law relating to any squeeze-out transaction and any filings with the CNMV necessary or advisable in connection therewith and (vi) any actions consents, approvals, authorizations, registrations, declarations or filings under Law the absence of which that, if not obtained, made or given, would not, individually or in the aggregate, result in a Material Adverse Effect. (c) The materially impair the ability of the Company Board, at a meeting duly called and held, duly adopted resolutions (i) approving this Agreement, to consummate the Offer and transactions contemplated hereby or the other ability of Parent or Purchaser to perform its obligations hereunder or prevent or materially delay consummation of the transactions contemplated hereby, and (ii) recommending that the Company Shareholders accept the Offer on the terms and conditions set forth in this Agreement and tender their Shares pursuant to the Offer on the terms and conditions set forth in this Agreement, which resolutions, as of the date of this Agreement, have not been rescinded, modified or withdrawn in any way.