Common use of Authority; No Conflict; Required Filings Clause in Contracts

Authority; No Conflict; Required Filings. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and other transactions contemplated hereby. The execution and delivery of this Agreement, the performance of its obligations hereunder and the consummation of the Merger and other transactions contemplated hereby, have been duly authorized by all corporate action on the part of the Company, and, no other corporate proceedings are necessary other than, with respect to the Merger, the approval and adoption of this Agreement by the affirmative vote of the holders of a majority of the sum of (i) the outstanding shares of Company Common Stock and (ii) the shares of Company Common Stock into which the outstanding shares of Series A Convertible Preferred Stock are convertible in accordance with the terms of the Series A Convertible Preferred Stock, voting together as a single class, in accordance with the DGCL and the Company’s Certificate of Incorporation (the “Requisite Stockholder Vote”).

Authority; No Conflict; Required Filings. (a) The Company has the all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and other transactions contemplated hereby. The execution and delivery of this Agreement, the performance of its obligations hereunder and the consummation of the Merger and other transactions contemplated hereby, have been duly authorized by all corporate action on the part of the Company, and, Company and no other corporate proceedings are necessary other than, with respect to the Merger, (A) the approval and adoption of this Agreement by the affirmative vote each of (i) the holders of a majority of the sum of (i) the outstanding shares of Company Common Stock and the outstanding Company Preferred Stock, voting as a single class and (ii) the shares holders of Company Common Stock into which two-thirds of the outstanding shares of Series A Convertible B Preferred Stock are convertible in accordance with the terms of the Series A Convertible Preferred Stock, voting together separately as a single class, class in accordance with the DGCL and the Company’s Certificate of Incorporation (the “Requisite Stockholder VoteApproval”)) and (B) the satisfaction of the conditions of the Merger as set forth in Article VII.

Authority; No Conflict; Required Filings. (a) The Company has the all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and other transactions contemplated hereby. The execution and delivery of this Agreement, the performance of its obligations hereunder and the consummation of the Merger and other transactions contemplated hereby, have been duly authorized by all corporate action on the part of the Company, and, Company and no other corporate proceedings are necessary other than, with respect to this Agreement and the Merger, the approval and adoption of this Agreement by by the affirmative vote each of (i) the holders of a majority of the sum of (i) the outstanding shares of Company Common Stock and (ii) together with the shares holders of Company Common Stock into which a majority of the outstanding shares of Series A Convertible Preferred Stock are convertible in accordance with the terms of the Series A Convertible Preferred Stock, voting together as a single class; and (ii) the holders of a majority of the outstanding shares of Series A Stock, voting separately as a class in accordance with the DGCL and the Company’s Certificate of Incorporation (collectively, the “Requisite Company Stockholder VoteApproval”).

Authority; No Conflict; Required Filings. (a) The Company has the all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and other transactions contemplated hereby. The execution and delivery of this Agreement, the performance of its obligations hereunder and the consummation of the Merger and other transactions contemplated hereby, have been duly authorized by all corporate action on the part of the Company, and, Company and no other corporate proceedings are necessary other than, with respect to this Agreement and the Merger, the approval and adoption of this Agreement by the affirmative vote each of (i) the holders of a majority of the sum of (i) the outstanding shares of Company Common Stock and (ii) together with the shares holders of Company Common Stock into which a majority of the outstanding shares of Series A Convertible Preferred Stock are convertible in accordance with the terms of the Series A Convertible Preferred Stock, voting together as a single class; and (ii) the holders of a majority of the outstanding shares of Series A Stock, voting separately as a class in accordance with the DGCL and the Company’s Certificate of Incorporation (collectively, the “Requisite Company Stockholder VoteApproval”).