Common use of Authority; Consents Clause in Contracts

Authority; Consents. (a) The Company has all necessary corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Company's Board of Directors and no other corporate proceedings on the part of the Company or any of the Company Subsidiaries are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. (b) Upon the satisfaction of all other conditions contained herein and the filing of the Agreement of Merger with the Secretary of State of the State of California, this Agreement will result in the valid, legally binding and enforceable statutory merger of Purchaser with and into the Company. (c) No consent, approval, order or authorization of, or registration, declaration or filing with (i) any Governmental Entity or (ii) any individual, corporation or other entity (including any holder of the Corporation's Securities) 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 (A) the filing of the Registration Statement with the SEC in accordance with the Exchange Act, (B) the filing of the Agreement of Merger with the California Secretary of State, (C) satisfaction of all information and waiting period requirements of HSR and any regulations promulgated thereunder, (D) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state "blue sky" or securities laws and the securities laws of any foreign country, (E) those set forth in the Company Disclosure Schedule, and (F) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not be reasonably likely to have a Material Adverse Effect on the Corporation.

Authority; Consents. (a) The Company Each of Parent and Purchaser has all necessary corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Companyeach of Parent's and Purchaser's Board of Directors and no other corporate proceedings on the part of the Company Parent, Purchaser or any of the Company other Parent Subsidiaries are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Parent and constitutes a legal, valid and binding obligation of the Companyeach of Parent and Purchaser, enforceable against the Company each of Parent and Purchaser in accordance with its terms. (b) Upon the satisfaction of all other conditions contained herein and the filing of the Agreement of Merger with the Secretary of State of the State of California, this Agreement will result in the valid, legally binding and enforceable statutory merger of Purchaser with and into the Company. (c) No consent, approval, order or authorization of, or registration, declaration or filing with (i) any Governmental Entity or (ii) any individual, corporation or other entity (including any holder of the CorporationAxiohm's Securities) is required by or with respect to the Company Parent in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (A) the filing of the Registration Statement with the SEC in accordance with the Exchange Act, (B) the filing of the Agreement of Merger with the California Secretary of State, (C) satisfaction of all information and waiting period requirements of the HSR Act and any regulations promulgated thereunder, (D) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state "blue sky" or securities laws and the securities laws of any foreign country, (E) those set forth in the Company Parent Disclosure Schedule, and (F) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not be reasonably likely to have a Material Adverse Effect on the CorporationAxiohm.