Common use of Authority; No Conflicts; Consents Clause in Contracts

Authority; No Conflicts; Consents. (a) Each of Parent and Acquisition has full corporate power and authority to execute, deliver and perform this Agreement and the transactions contemplated hereunder. The Board of Directors of Acquisition (the "ACQUISITION BOARD") has declared the Merger advisable and approved this Agreement and resolved to recommend the approval of the Merger and adoption of this Agreement and the consummation of the transactions contemplated hereby to the sole stockholder of Acquisition. The execution, delivery and performance of this Agreement by each of Parent and Acquisition has been duly authorized and approved (i) in the case of Acquisition, by the Acquisition Board and Parent, its sole stockholder, and (ii) in the case of Parent, by all necessary corporate action and, except for (A) the adoption of this Agreement by the stockholders of Acquisition and (B) the filing of appropriate merger documents as required by the DGCL, no other corporate proceedings other than actions previously taken on the part of either Parent or Acquisition are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by each of Parent and Acquisition and is the legal, valid and binding obligation of each of Parent and Acquisition enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors rights generally and by the effect of general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). (b) The execution, delivery and performance by each of Parent and Acquisition of this Agreement and the consummation of the Merger do not, and will not, (i) violate or conflict with any provision of the certificate of incorporation or by-laws of either Parent or Acquisition, (ii) violate any law, rule, regulation, order, writ, injunction, judgement or decree of any court, governmental authority, or regulatory agency, except for violations which, individually or in the aggregate, will not have a Material Adverse Effect on Parent or Acquisition taken as a whole, or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any note, bond, indenture, lien, mortgage, lease, permit, guaranty or other agreement, instrument or obligation, oral or written, to which Parent or Acquisition is a party or by which any of the properties of Parent or Acquisition may be bound, except for violations, breaches or defaults which, individually or in the aggregate, will not have a Material Adverse Effect on Parent or Acquisition taken as a whole. (c) The execution and delivery of this Agreement by each of Parent and Acquisition does not, and the performance by each of Parent and Acquisition of this Agreement will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, domestic or foreign, or any other Person except for (i) the filing and recordation of appropriate merger documents as required by the DGCL, (ii) the approval of the stockholders of Parent, (iii) any such consent, approval, authorization, permission, notice or filing which is required under the Securities Act, the Exchange Act and applicable state securities laws, and (iv) any such consent, approval, authorization, permission, notice or filing which if not obtained or made would not have a Material Adverse Effect on Parent and Acquisition or on the transactions contemplated by this Agreement.

Authority; No Conflicts; Consents. (a) Each of Parent and Acquisition Such Principal Stockholder has full corporate the requisite power and authority to execute, execute and deliver and perform this Agreement and the transactions other agreements contemplated hereunder. The Board of Directors of Acquisition (the "ACQUISITION BOARD") has declared the Merger advisable hereby to which such Principal Stockholder is a party and approved this Agreement and resolved to recommend the approval of the Merger and adoption of this Agreement and the consummation of consummate the transactions contemplated hereby to the sole stockholder of Acquisitionand thereby. The execution, delivery and performance of this Agreement by each of Parent and Acquisition has been duly authorized and approved (i) in the case of Acquisition, by the Acquisition Board and Parent, its sole stockholder, and (ii) in the case of Parent, by all necessary corporate action and, except for (A) the adoption of this Agreement by the stockholders of Acquisition and (B) the filing of appropriate merger documents as required by the DGCL, no other corporate proceedings other than actions previously taken on the part of either Parent or Acquisition are necessary to authorize this This Agreement and the transactions other agreements contemplated hereby. This Agreement has hereby to which such Principal Stockholder is a party have been duly authorized, executed and delivered by each of Parent such Principal Stockholder and Acquisition and is constitute the legal, valid and binding obligation obligations of each of Parent and Acquisition such Principal Stockholder, enforceable against such Principal Stockholder in accordance with its their terms, except as such enforceability may be limited by applicable (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to creditors’ rights generally, and (ii) the enforcement availability of creditors rights generally injunctive relief and by the effect of general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law)other equitable remedies. (b) The execution, execution and delivery and performance by each of Parent and Acquisition such Principal Stockholder of this Agreement and the consummation of the Merger other agreements contemplated hereby to which such Principal Stockholder is a party do not, and the consummation by such Principal Stockholder of the transactions contemplated hereby and thereby will not, directly or indirectly (i) violate or conflict with any provision of the certificate terms or requirements of incorporation any Order or by-laws Law applicable to such Principal Stockholder or any of either Parent its properties or Acquisitionassets, (ii) violate any lawviolate, ruleconflict with, regulation, order, writ, injunction, judgement or decree result in a breach of any courtprovision of, governmental authorityconstitute a default under, result in the acceleration of, or regulatory agencycreate in any Person the right to accelerate any Contract or other obligation to which such Principal Stockholder is a party, except for violations which, individually or in the aggregate, will not have a Material Adverse Effect on Parent by which such Principal Stockholder or Acquisition taken as a wholeany of its properties or assets may be bound or affected, or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse the imposition of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any note, bond, indenture, lien, mortgage, lease, permit, guaranty or other agreement, instrument or obligation, oral or written, to which Parent or Acquisition is a party or by which any of Lien upon the properties or assets of Parent or Acquisition may be bound, except for violations, breaches or defaults which, individually or in the aggregate, will not have a Material Adverse Effect on Parent or Acquisition taken as a wholesuch Principal Stockholder. (c) The No Authorization or Order of, registration, declaration or filing with, or notice to any Governmental Entity is required by such Principal Stockholder in connection with the execution and delivery of this Agreement by each of Parent and Acquisition does not, and the performance by each other agreements contemplated hereby to which such Principal Stockholder is a party or the consummation of Parent and Acquisition of this Agreement will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, domestic or foreign, or any other Person except for (i) the filing and recordation of appropriate merger documents as required by the DGCL, (ii) the approval of the stockholders of Parent, (iii) any such consent, approval, authorization, permission, notice or filing which is required under the Securities Act, the Exchange Act and applicable state securities laws, and (iv) any such consent, approval, authorization, permission, notice or filing which if not obtained or made would not have a Material Adverse Effect on Parent and Acquisition or on the transactions contemplated by this Agreementhereby and thereby.

Authority; No Conflicts; Consents. (a) Each of Parent and Acquisition Acquired Corp has full corporate power and authority to execute, deliver and perform this Agreement and the transactions contemplated hereunder. The Board of Directors of Acquisition (the "ACQUISITION BOARD") has declared the Merger advisable and approved this Agreement and resolved to recommend the approval of the Merger and adoption of this Agreement and the consummation of the transactions contemplated hereby to the sole stockholder of Acquisition. The execution, delivery and performance of this Agreement by each of Parent and Acquisition Acquired Corp has been duly authorized and approved (i) in the case of Acquisition, by the Acquisition Board and Parent, its sole stockholder, and (ii) in the case of Parent, by all necessary corporate action andor other action, except for (A) the adoption of this Agreement by the stockholders of Acquisition including, but not limited to, shareholders' consent, and (B) the filing of appropriate merger documents as required by the DGCL, no other corporate or other proceedings other than actions previously taken on the part of either Parent or Acquisition Acquired Corp are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by each of Parent and Acquisition Acquired Corp and is the legal, valid and binding obligation of each of Parent and Acquisition Acquired Corp, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors rights generally and by the effect of general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). (b) The execution, delivery and performance by each of Parent and Acquisition Acquired Corp of this Agreement and the consummation of the Merger do not, and will not, (i) violate or conflict with any provision of the certificate Certificate of incorporation Incorporation or byBy-laws of either Parent or AcquisitionAcquired Corp, (ii) violate any law, rule, regulation, order, writ, injunction, judgement judgment or decree of any court, governmental authority, authority or regulatory agencyagency applicable to any of the Acquired Entities or Acquired Corp, except for violations which, individually or in the aggregate, will would not have a Material Adverse Effect on Parent or Acquisition taken as a wholeEffect, or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any note, bond, indenture, lien, mortgage, lease, permit, guaranty or other agreement, instrument or obligation, oral or written, obligation to which Parent any of the Acquired Entities or Acquisition Acquired Corp is a party or by which any of the properties of Parent or Acquisition their respective assets may be bound, except for violations, breaches or defaults which, individually or in the aggregate, will would not have a Material Adverse Effect on Parent or Acquisition taken as a wholeEffect. (c) The execution and delivery of this Agreement by each of Parent and Acquisition Acquired Corp does not, and the performance by each of Parent and Acquisition Acquired Corp of this Agreement will not, require any consent, approval, authorization or permit permission of, or filing with or notification to, of any governmental or regulatory authority, domestic or foreign, or any other Person except for (i) the filing and recordation of appropriate merger documents as required by the DGCL, (ii) the approval of the stockholders of Parent, Acquired Corp Stockholders and (iii) any such consent, approval, authorization, permission, notice or filing which is required under the Securities Actwhich, the Exchange Act and applicable state securities laws, and (iv) any such consent, approval, authorization, permission, notice or filing which if not obtained or made made, would not have a Material Adverse Effect on Parent Effect. (d) The Board of Directors of each Acquired Entity and Acquisition or on Acquired Corp is properly constituted. The Board of Directors of Acquired Corp has approved this Agreement and the transactions contemplated by hereby, has determined that the terms of the Merger are in the best interests of the Acquired Corp Stockholders, and has resolved to recommend the approval of the Merger and the adoption of this AgreementAgreement and the consummation of the transactions contemplated hereby to the Acquired Corp Stockholders. (e) Pursuant to the provisions of the DGCL, the Certificate of Incorporation of Acquired Corp, the By-laws of Acquired Corp and any other applicable law, the only approval of Acquired Corp Stockholders required to approve the Merger and to approve and adopt this Agreement and the transactions contemplated hereby is the approval of (i) a majority of the outstanding shares of Acquired Corp Common Stock entitled to vote.

Authority; No Conflicts; Consents. (a) Each of Parent and Acquisition Acquired Corp has full corporate power and authority to execute, deliver and perform this Agreement and the transactions contemplated hereunder. The Board of Directors of Acquisition (the "ACQUISITION BOARD") has declared the Merger advisable and approved this Agreement and resolved to recommend the approval of the Merger and adoption of this Agreement and the consummation of the transactions contemplated hereby to the sole stockholder of Acquisition. The execution, delivery and performance of this Agreement by each of Parent and Acquisition Acquired Corp has been duly authorized and approved (i) in the case of Acquisition, by the Acquisition Board and Parent, its sole stockholder, and (ii) in the case of Parent, by all necessary corporate action andor other action, except for (A) the adoption of this Agreement by the stockholders of Acquisition including, but not limited to, shareholders' consent, and (B) the filing of appropriate merger documents as required by the DGCL, no other corporate or other proceedings other than actions previously taken on the part of either Parent or Acquisition Acquired Corp are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by each of Parent and Acquisition Acquired Corp and is the legal, valid and binding obligation of each of Parent and Acquisition Acquired Corp, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors rights generally and by the effect of general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). (b) The execution, delivery and performance by each of Parent and Acquisition Acquired Corp of this Agreement and the consummation of the Merger do not, and will not, (i) violate or conflict with any provision of the certificate Articles of incorporation Incorporation or byBy-laws of either Parent or AcquisitionAcquired Corp, (ii) violate any law, rule, regulation, order, writ, injunction, judgement judgment or decree of any court, governmental authority, authority or regulatory agencyagency applicable to Acquired Corp, except for violations which, individually or in the aggregate, will would not have a Material Adverse Effect on Parent or Acquisition taken as a wholeEffect, or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any note, bond, indenture, lien, mortgage, lease, permit, guaranty or other agreement, instrument or obligation, oral or written, obligation to which Parent or Acquisition Acquired Corp is a party or by which any of the properties of Parent or Acquisition their respective assets may be bound, except for violations, breaches or defaults which, individually or in the aggregate, will would not have a Material Adverse Effect on Parent or Acquisition taken as a wholeEffect. (c) The execution and delivery of this Agreement by each of Parent and Acquisition Acquired Corp does not, and the performance by each of Parent and Acquisition Acquired Corp of this Agreement will not, require any consent, approval, authorization or permit permission of, or filing with or notification to, of any governmental or regulatory authority, domestic or foreign, or any other Person except for (i) the filing and recordation of appropriate merger documents as required by the DGCLNRS, (ii) the approval of the stockholders of Parent, Acquired Corp Stockholders and (iii) any such consent, approval, authorization, permission, notice or filing which is required under the Securities Actwhich, the Exchange Act and applicable state securities laws, and (iv) any such consent, approval, authorization, permission, notice or filing which if not obtained or made made, would not have a Material Adverse Effect on Parent Effect. (d) The Board of Directors of Acquired Corp is properly constituted. The Board of Directors of Acquired Corp has approved this Agreement and Acquisition or on the transactions contemplated by hereby, has determined that the terms of the Merger are in the best interests of Acquired Corp Stockholders, and has resolved to recommend the approval of the Merger and the adoption of this AgreementAgreement and the consummation of the transactions contemplated hereby to Acquired Corp Stockholders. (e) Pursuant to the provisions of the NRS, the Articles of Incorporation of Acquired Corp, the By-laws of Acquired Corp and any other applicable law, the only approval of Acquired Corp Stockholders required to approve the Merger and to approve and adopt this Agreement and the transactions contemplated hereby is the approval of a majority of the outstanding shares of Acquired Corp Common Stock entitled to vote.

Authority; No Conflicts; Consents. (a) Each of Parent and Acquisition Acquired Corp has full corporate power and authority to execute, deliver and perform this Agreement and the transactions contemplated hereunder. The Board of Directors of Acquisition (the "ACQUISITION BOARD") has declared the Merger advisable and approved this Agreement and resolved to recommend the approval of the Merger and adoption of this Agreement and the consummation of the transactions contemplated hereby to the sole stockholder of Acquisition. The execution, delivery and performance of this Agreement by each of Parent and Acquisition Acquired Corp has been duly authorized and approved (i) in the case of Acquisition, by the Acquisition Board and Parent, its sole stockholder, and (ii) in the case of Parent, by all necessary corporate action andor other action, except for (A) the adoption of this Agreement by the stockholders of Acquisition including, but not limited to, directors' and (B) the filing of appropriate merger documents as required by the DGCLshareholders' consent, and no other corporate or other proceedings other than actions previously taken on the part of either Parent or Acquisition Acquired Corp are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by each of Parent and Acquisition Acquired Corp and is the legal, valid and binding obligation of each of Parent and Acquisition Acquired Corp, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors rights generally and by the effect of general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). (b) The execution, delivery and performance by each of Parent and Acquisition Acquired Corp of this Agreement and the consummation of the Merger do not, and will not, (i) violate or conflict with any provision of the certificate Articles of incorporation Incorporation or byBy-laws of either Parent or AcquisitionAcquired Corp, (ii) violate any law, rule, regulation, order, writ, injunction, judgement judgment or decree of any court, governmental authority, authority or regulatory agencyagency applicable to Acquired Corp, except for violations which, individually or in the aggregate, will would not have a Material Adverse Effect on Parent or Acquisition taken as a wholeEffect, or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any note, bond, indenture, lien, mortgage, lease, permit, guaranty or other agreement, instrument or obligation, oral or written, obligation to which Parent or Acquisition Acquired Corp is a party or by which any of the properties of Parent or Acquisition their respective assets may be bound, except for violations, breaches or defaults which, individually or in the aggregate, will would not have a Material Adverse Effect on Parent or Acquisition taken as a wholeEffect. (c) The execution and delivery of this Agreement by each of Parent and Acquisition Acquired Corp does not, and the performance by each of Parent and Acquisition Acquired Corp of this Agreement will not, require any consent, approval, authorization or permit permission of, or filing with or notification to, of any governmental or regulatory authority, domestic or foreign, or any other Person except for (i) the filing and recordation of appropriate merger documents as required by the DGCLNRS and the CGCL, (ii) the approval of the stockholders of Parent, Acquired Corp Stockholders and (iii) any such consent, approval, authorization, permission, notice or filing which is required under the Securities Actwhich, the Exchange Act and applicable state securities laws, and (iv) any such consent, approval, authorization, permission, notice or filing which if not obtained or made made, would not have a Material Adverse Effect on Parent Effect. (d) The Board of Directors of Acquired Corp is properly constituted. The Board of Directors of Acquired Corp has approved this Agreement and Acquisition or on the transactions contemplated by hereby, has determined that the terms of the Merger are in the best interests of Acquired Corp Stockholders, and has resolved to recommend the approval of the Merger and the adoption of this AgreementAgreement and the consummation of the transactions contemplated hereby to Acquired Corp Stockholders. (e) Subject to the provisions of section 1201 of the CGCL, the only approval required to approve the Merger and adopt this Agreement and the transactions contemplated hereby is the approval of a majority of the outstanding shares entitled to vote of each class of each corporation, the approval of whose board is required pursuant to section 1200 of the CGCL, the Articles of Incorporation of Acquired Corp, the By-laws of Acquired Corp and any other applicable law.