Common use of Authority; Due Authorization; Binding Agreement Clause in Contracts

Authority; Due Authorization; Binding Agreement. (a) Abraxas has all requisite corporate power and authority to enter into this Agreement and the Voting Agreement and to perform its obligations and to consummate the transactions under this Agreement and the Voting Agreement. (b) The execution, delivery and performance of this Agreement and the Voting Agreement by Abraxas and the consummation of the transactions contemplated hereby by Abraxas has been duly and validly authorized by all requisite corporate action on the part of Abraxas (other than, with respect to the Stock Issuance, the approval of the Stock Issuance by the affirmative vote of Abraxas stockholders, to the extent required by applicable Law and the filing of appropriate merger documents as required by the Delaware LP Act and the Nevada Statute); and no other vote or approval by any Abraxas stockholder is necessary to consummate the transactions contemplated by this Agreement. (c) This Agreement and the Voting Agreement have been duly executed and delivered by Abraxas and, assuming the due authorization, execution and delivery hereof and thereof by the parties thereto other than Abraxas, constitutes a valid and binding obligation of Abraxas, enforceable against it in accordance with its terms, except as limited by bankruptcy, insolvency, moratorium, fraudulent transfer, reorganization and other Laws of general applicability relating to or affecting the rights or remedies of creditors and by general equitable principles (whether considered in a proceeding in equity or at Law).

Authority; Due Authorization; Binding Agreement. (a) Abraxas Parent has all requisite corporate power and authority to enter into this Agreement and the Voting Agreement and to perform its obligations and to consummate the transactions under this Agreement and the Voting Agreement. (b) The execution, delivery and performance of this Agreement and the Voting Agreement by Abraxas Parent and the consummation of the transactions contemplated hereby by Abraxas Parent has been duly and validly authorized by all requisite corporate action on the part of Abraxas Parent (other than, with respect to the Stock Issuance, the approval of the Stock Issuance by the affirmative vote of Abraxas stockholdersParent Stockholders, to the extent required by applicable Law Law, with respect to the adoption of the Amended and Restated Certificate of Incorporation of Parent to increase the number of authorized shares of Parent Common Stock (the “Charter Amendment”), the adoption of the Charter Amendment by the affirmative vote of a majority of the outstanding shares of Parent Common Stock and the subsequent filing of the Charter Amendment with the Secretary of State of the State of Delaware, and the filing of appropriate merger documents as required by the Delaware LP Act and the Nevada StatuteLLC Act); and no other vote or approval by any Abraxas stockholder is necessary to consummate the transactions contemplated by this Agreement. (c) This Agreement and the Voting Agreement have has been duly executed and delivered by Abraxas Parent and, assuming the due authorization, execution and delivery hereof and thereof by the parties thereto other than AbraxasATN, constitutes a valid and binding obligation of AbraxasParent, enforceable against it in accordance with its terms, except as limited by bankruptcy, insolvency, moratorium, fraudulent transfer, reorganization and other Laws of general applicability relating to or affecting the rights or remedies of creditors and by general equitable principles (whether considered in a proceeding in equity or at Law).