Common use of Authority for this Agreement Clause in Contracts

Authority for this Agreement. Each of Parent and Acquisition Sub has requisite corporate power and authority to execute and deliver this Agreement, to perform its covenants and obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Acquisition Sub and, subject to the adoption of this Agreement by Parent, as the sole stockholder of Acquisition Sub (which adoption shall occur immediately after the execution and delivery of this Agreement), the performance by Parent and Acquisition Sub of their respective covenants and obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate proceedings on the part of Parent and Acquisition Sub and no additional corporate proceedings on the part of Parent or Acquisition Sub are necessary to authorize the execution and delivery by Parent and Acquisition Sub of this Agreement, the performance by Parent and Acquisition Sub of their respective covenants and obligations hereunder or the consummation by Parent and Acquisition Sub of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Acquisition Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding agreement of each of Parent and Acquisition Sub, enforceable against each of Parent and Acquisition Sub in accordance with its terms, except that such enforceability may be limited by and subject to the Enforceability Exceptions. As of the date of this Agreement, the Board of Directors of Parent has adopted a resolution approving this Agreement and the Merger, and the Board of Directors of Acquisition Sub has declared the advisability of this Agreement, in each case at a meeting duly called and held (or by unanimous written consent).

Authority for this Agreement. Each of Parent and Acquisition Sub has requisite corporate power and authority to execute and deliver this Agreement, to perform its covenants and obligations hereunder and to consummate the transactions contemplated herebyhereby (including the execution, delivery and performance of the CVR Agreement), subject to the adoption of this Agreement by Parent, as the sole stockholder of Acquisition Sub (which adoption shall occur immediately after the execution and delivery of this Agreement). The execution and delivery of this Agreement by Parent and Acquisition Sub and, subject to the adoption of this Agreement by Parent, as the sole stockholder of Acquisition Sub (which adoption shall occur immediately after the execution and delivery of this Agreement), the performance by Parent and Acquisition Sub of their respective covenants and obligations hereunder and the consummation by Parent and Acquisition Sub of the transactions contemplated hereby (including the execution, delivery and performance of the CVR Agreement) have been duly and validly authorized by all necessary corporate proceedings action on the part of Parent and Acquisition Sub and no additional corporate proceedings or actions on the part of Parent or Acquisition Sub are necessary to authorize the execution and delivery by Parent and Acquisition Sub of this Agreement, the performance by Parent and Acquisition Sub of their respective covenants and obligations hereunder or the consummation by Parent and Acquisition Sub of the transactions contemplated herebyhereby (including the execution, delivery and performance of the CVR Agreement). This Agreement has been duly and validly executed and delivered by Parent and Acquisition Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding agreement of each of Parent and Acquisition Sub, enforceable against each of Parent and Acquisition Sub in accordance with its terms, except that such enforceability may be limited by and subject to the Enforceability Exceptions. The CVR Agreement, when executed and delivered, will be duly and validly executed and delivered by Parent and, assuming the due authorization, execution and delivery by the Rights Agent (as defined in the CVR Agreement), will constitute a legal, valid and binding agreement of Parent, enforceable against Parent in accordance with its terms, except that such enforceability may be limited by and subject to the Enforceability Exceptions. This Agreement has been duly and validly executed and delivered by Parent and Acquisition Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding agreement of each of Parent and Acquisition Sub, enforceable against each of Parent and Acquisition Sub in accordance with its terms, except that such enforceability may be limited by and subject to the Enforceability Exceptions. As of the date of this Agreement, each of the Board of Directors of Parent has adopted a resolution approving this Agreement and the Merger, and the Board of Directors of Acquisition Sub has declared the advisability of and approved and adopted this Agreement, in each case the Merger and the transactions contemplated hereby (including the execution, delivery and performance of the CVR Agreement) at a meeting meetings duly called and held (or by unanimous written consent).

Authority for this Agreement. Each of Parent and Acquisition Sub has requisite corporate power and authority to execute and deliver this Agreement, to perform its their respective covenants and obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Acquisition Sub and, subject to the adoption of this Agreement by Parent, as the sole stockholder of Acquisition Sub (which adoption shall occur immediately after the execution and delivery of this Agreement), the performance by Parent and Acquisition Sub of their respective covenants and obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate proceedings on the part of Parent and Acquisition Sub and no additional corporate proceedings on the part of Parent or Acquisition Sub are necessary to authorize the execution and delivery by Parent and Acquisition Sub of this Agreement, the performance by Parent and Acquisition Sub of their respective covenants and obligations hereunder or the consummation by Parent and Acquisition Sub of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Acquisition Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding agreement obligation of each of Parent and Acquisition Sub, enforceable against each of Parent and Acquisition Sub in accordance with its terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally, and (b) is subject to the Enforceability Exceptionsgeneral principles of equity. As of the date of this Agreement, the Board of Directors of Parent has adopted a resolution approving this Agreement and the Merger, and the Board of Directors of Acquisition Sub has have each declared the advisability of and approved and adopted this Agreement, in each case Agreement and the Merger at a meeting meetings duly called and held (or by unanimous written consent).

Authority for this Agreement. Each of Parent and Acquisition Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its covenants and obligations hereunder and to consummate the transactions contemplated herebyhereby and to perform its obligations hereunder. The execution and delivery of this Agreement Agreement, including the agreement of merger (as such term is used in Section 251 of the Corporation Law) contained in this Agreement, by Parent and Acquisition Merger Sub and, subject to and the adoption of this Agreement by Parent, as the sole stockholder of Acquisition Sub (which adoption shall occur immediately after the execution and delivery of this Agreement), the performance consummation by Parent and Acquisition Merger Sub of their respective covenants and obligations hereunder and the consummation of the transactions contemplated hereby hereby, including the Merger, have been duly and validly authorized by all necessary corporate proceedings on the part Board of Directors of Parent and Acquisition Merger Sub and no additional other corporate proceedings on the part of Parent or Acquisition Merger Sub are necessary to authorize the execution and delivery by Parent and Acquisition Sub of this Agreement, the performance by Parent and Acquisition Sub of their respective covenants and obligations hereunder Agreement or the consummation by Parent and Acquisition Sub of to consummate the transactions contemplated herebyhereby or to perform their obligations hereunder, other than, with respect to completion of the Merger, the adoption of the agreement of merger (as such term is used in Section 251 of the Corporation Law) contained in this Agreement by Parent as sole stockholder of Merger Sub and the filing of the Certificate of Merger with the Secretary of State of Delaware. This Agreement has been duly and validly executed and delivered by Parent and Acquisition Merger Sub and, assuming this Agreement constitutes the due authorizationlegal, execution valid and delivery by binding agreement of the Company, constitutes a legal, valid and binding agreement of each of Parent and Acquisition Merger Sub, enforceable against each of Parent and Acquisition Merger Sub in accordance with its terms, except that (a) such enforceability enforcement may be limited by and subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (b) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the Enforceability Exceptions. As discretion of the date of this Agreement, the Board of Directors of Parent has adopted a resolution approving this Agreement and the Merger, and the Board of Directors of Acquisition Sub has declared the advisability of this Agreement, in each case at a meeting duly called and held (or by unanimous written consent)court before which any proceeding therefor may be brought.

Authority for this Agreement. Each of Parent and Acquisition Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement, to perform its their respective covenants and obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Acquisition Merger Sub and, subject to the adoption of this Agreement by Parent, as the sole stockholder of Acquisition Merger Sub (which adoption shall occur immediately after the execution and delivery of this Agreement), the performance by Parent and Acquisition Merger Sub of their respective covenants and obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate proceedings action on the part of Parent and Acquisition Merger Sub and no additional corporate proceedings or action on the part of Parent or Acquisition Merger Sub are necessary to authorize the execution and delivery by Parent and Acquisition Merger Sub of this Agreement, the performance by Parent and Acquisition Merger Sub of their respective covenants and obligations hereunder or the consummation by Parent and Acquisition Merger Sub of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Acquisition Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding agreement obligation of each of Parent and Acquisition Merger Sub, enforceable against each of Parent and Acquisition Merger Sub in accordance with its terms, except that such enforceability may be limited by and subject to the Enforceability Exceptions. As of the date of this Agreement, (a) the Board of Directors of Parent (or authorized committee thereof) has adopted a resolution approving approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger, and (b) the Board of Directors of Acquisition Merger Sub has (i) determined that it is in the best interests of Merger Sub and its sole stockholder, and declared it advisable, to enter into this Agreement, and (ii) approved the advisability execution and delivery by Merger Sub of this Agreement, the performance by Merger Sub of its covenants and agreements contained herein and the consummation of the Offer and the Merger upon the terms and subject to the conditions contained herein, in each case of clauses (a) and (b) above, at a meeting meetings duly called and held (or by unanimous written consent). No vote of Parent’s stockholders is necessary to approve this Agreement or any of the transactions contemplated hereby.

Authority for this Agreement. Each of Parent and Acquisition Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement, to perform its their respective covenants and obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Acquisition Merger Sub and, subject to the adoption of this Agreement by Parent, as the sole stockholder of Acquisition Merger Sub (which adoption shall occur immediately after the execution and delivery of this Agreement), the performance by Parent and Acquisition Merger Sub of their respective covenants and obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate proceedings action on the part of Parent and Acquisition Merger Sub and no additional corporate proceedings or action on the part of Parent or Acquisition Merger Sub are necessary to authorize the execution and delivery by Parent and Acquisition Merger Sub of this Agreement, the performance by Parent and Acquisition Merger Sub of their respective covenants and obligations hereunder or the consummation by Parent and Acquisition Merger Sub of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Acquisition Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding agreement obligation of each of Parent and Acquisition Merger Sub, enforceable against each of Parent and Acquisition Merger Sub in accordance with its terms, except that such enforceability may be limited by and subject to the Enforceability Exceptions. As of the date of this Agreement, (a) the Board of Directors of Parent has adopted a resolution approving approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger, and (b) the Board of Directors of Acquisition Merger Sub has (i) determined that it is in the best interests of Merger Sub and its sole stockholder, and declared it advisable, to enter into this Agreement, and (ii) declared advisable and approved the advisability execution and delivery by Merger Sub of this Agreement, the performance by Merger Sub of its covenants and agreements contained herein and the consummation of the Offer and the Merger upon the terms and subject to the conditions contained herein, in each case of clauses (a) and (b) above, at a meeting meetings duly called and held (or by unanimous written consent). No Vote of Parent’s stockholders is necessary to approve this Agreement or any of the transactions contemplated hereby.

Authority for this Agreement. Each of Parent and Acquisition Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its covenants and obligations hereunder Agreement and to consummate the transactions contemplated hereby, except as has not and would not reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Parent and Acquisition Sub and, subject to the adoption of this Agreement by Parent, as the sole stockholder of Acquisition Sub (which adoption shall occur immediately after the execution and delivery of this Agreement), the performance by Parent and Acquisition Sub of their respective covenants and obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate proceedings on the part of Parent and Acquisition Sub and no additional other corporate proceedings on the part of Parent are necessary to authorize this Agreement or Acquisition to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Merger Sub and the consummation by Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of Merger Sub and no other corporate proceedings on the part of Merger Sub are necessary to authorize the execution and delivery by Parent and Acquisition Sub of this Agreement, the performance by Parent and Acquisition Sub of their respective covenants and obligations hereunder Agreement or the consummation by Parent and Acquisition Sub of to consummate the transactions contemplated hereby, other than the adoption of this Agreement by the sole stockholder of Merger Sub and the filing of the Articles of Merger with the Nevada Secretary. Parent will cause the shares of Merger Sub to be voted in favor of adoption of this Agreement by Merger Sub immediately following the execution of this Agreement. This Agreement has been duly and validly executed and delivered by Parent and Acquisition Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding agreement obligation of each of Parent and Acquisition Sub, Merger Sub enforceable against each of Parent and Acquisition Merger Sub in accordance with its terms, except that such enforceability may be limited by and subject to the Enforceability Exceptions. As bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Requirements of the date Laws of this Agreement, the Board of Directors of Parent has adopted a resolution approving this Agreement general applicability relating to or affecting creditors’ rights and the Merger, and the Board of Directors of Acquisition Sub has declared the advisability of this Agreement, in each case at a meeting duly called and held (or by unanimous written consent)to general equity principles.

Authority for this Agreement. Each of Parent and Acquisition Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement, to perform its their respective covenants and obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Table of Contents Parent and Acquisition Merger Sub and, subject to the adoption of this Agreement by Parent, as the sole stockholder of Acquisition Merger Sub (which adoption shall occur immediately after the execution and delivery of this Agreement), the performance by Parent and Acquisition Merger Sub of their respective covenants and obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate proceedings action on the part of Parent and Acquisition Merger Sub and no additional corporate proceedings or action on the part of Parent or Acquisition Merger Sub are necessary to authorize the execution and delivery by Parent and Acquisition Merger Sub of this Agreement, the performance by Parent and Acquisition Merger Sub of their respective covenants and obligations hereunder or the consummation by Parent and Acquisition Merger Sub of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Acquisition Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding agreement obligation of each of Parent and Acquisition Merger Sub, enforceable against each of Parent and Acquisition Merger Sub in accordance with its terms, except that such enforceability may be limited by and subject to the Enforceability Exceptions. As of the date of this Agreement, (a) the Board of Directors of Parent has adopted a resolution approving approved this Agreement and the transactions contemplated hereby, including the Merger, and (b) the Board of Directors of Acquisition Merger Sub has (i) determined that it is in the best interests of Merger Sub and its sole stockholder, and declared it advisable, to enter into this Agreement, and (ii) approved the advisability execution and delivery by Merger Sub of this Agreement, the performance by Merger Sub of its covenants and agreements contained herein and the consummation of the Merger upon the terms and subject to the conditions contained herein, in each case of clauses (a) and (b) above, at a meeting meetings duly called and held (or by unanimous written consent). No vote or other consent of the holders of any of Parent’s outstanding capital stock is necessary to approve this Agreement or any of the transactions contemplated hereby.