Common use of Authority; No Violations; Consents and Approval Clause in Contracts

Authority; No Violations; Consents and Approval. (i) The Board of Directors of X. X. Xxxxx, at a meeting duly called and held, unanimously determined that this Agreement, and the transactions contemplated hereby and by the Transaction Documents, including the Merger, are advisable and in the best interests of X. X. Xxxxx and the stockholders of X. X. Xxxxx. The Board of Directors of X. X. Xxxxx, including a majority of the independent directors and a majority of the directors who are not interested in the Merger and the other transactions contemplated by the Transaction Documents, has duly approved and declared advisable the Merger and the other transactions contemplated by the Transaction Documents, has recommended the approval of the Merger by the stockholders of X. X. Xxxxx (the “X. X. Xxxxx Stockholders”) and has authorized that the Merger be submitted for consideration at a special meeting (the “X. X. Xxxxx Stockholder Meeting”) of the X. X. Xxxxx Stockholders. The Board of Directors of Merger Sub has duly approved and declared advisable this Agreement and the transactions contemplated hereby and by the Transaction Documents, including the Merger.

Authority; No Violations; Consents and Approval. (i) The Board of Directors of W. X. X. XxxxxXxxxx Board, at a meeting duly called and held, unanimously determined that this Agreement, and the transactions contemplated hereby and by the Transaction Documents, including the Merger, are advisable and in the best interests of X. W. X. Xxxxx and the stockholders of W. X. Xxxxx (the "W. X. XxxxxXxxxx Stockholders"). The Board of Directors of W. X. X. XxxxxXxxxx Board, including a majority of the independent directors and a majority of the directors who are not interested in the Merger and the other transactions contemplated by the Transaction Documents, has duly approved and declared advisable the Merger and the other transactions contemplated by the Transaction Documents, has recommended approved the approval issuance of W. X. Xxxxx Common Stock in the Merger by the stockholders of X. X. Xxxxx pursuant to this Agreement (the “X. X. Xxxxx Stockholders”) and has authorized that the Merger be submitted for consideration at a special meeting (the “X. X. Xxxxx Stockholder Meeting”) of the X. X. Xxxxx Stockholders"Stock Issuance"). The Board of Directors Sole Member of Merger Sub has duly approved and declared advisable this Agreement and the transactions contemplated hereby and by the Transaction Documents, including the Merger.

Authority; No Violations; Consents and Approval. (i) The Board of Directors of X. X. Xxxxx, at a meeting duly called and held, unanimously determined that this Agreement, and the transactions contemplated hereby and by the Transaction Documents, including the Merger, are advisable and in the best interests of X. X. Xxxxx and the stockholders of X. X. Xxxxx. The Board of Directors of X. X. Xxxxx, including a majority of the independent directors and a majority of the directors who are not interested in the Merger and the other transactions contemplated by the Transaction Documents, has duly approved and declared advisable the Merger and the other transactions contemplated by the Transaction Documents, has recommended resolved to recommend the approval of the issuance of X. X. Xxxxx Common Stock in the Merger pursuant to this Agreement under Rule 312.03 of the NYSE Listed Company Manual (the “Stock Issuance”) by the stockholders of X. X. Xxxxx (the “X. X. Xxxxx Stockholders”) and has authorized directed that the Merger Stock Issuance be submitted for consideration at a special meeting (or any postponement or adjournment thereof) (the “X. X. Xxxxx Stockholder Meeting”) of the X. X. Xxxxx Stockholders. The Board of Directors Sole Member of Merger Sub has duly approved and declared advisable this Agreement and the transactions contemplated hereby and by the Transaction Documents, including the Merger.