Common use of Authority; Non-Contravention; Approvals Clause in Contracts

Authority; Non-Contravention; Approvals. (a) Parent and Merger Sub have full corporate power and authority to enter into this Agreement and to consummate the Transactions. This Agreement and the Transactions have been approved by the respective boards of directors of Parent and Merger Sub and, promptly after the execution and delivery hereof, will be duly adopted by Parent as the sole stockholder of Merger Sub and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement and the consummation by Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the Company, constitutes a valid and legally binding agreement of Parent and Merger Sub enforceable against each of them in accordance with its terms, except as such enforcement may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, and (ii) general equitable principles.

Authority; Non-Contravention; Approvals. (a) Each of Parent and Merger Sub have has full corporate power and authority to enter into this Agreement and to consummate the Transactionstransactions contemplated hereby. This Agreement and the Transactions have has been unanimously approved by the respective boards Board of directors Directors of each of Parent and Merger Sub andSub, promptly after the execution and delivery hereof, will be duly adopted by Parent as the sole stockholder of in Merger Sub Sub, and no other corporate proceedings on the part of either Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement and or the consummation by each of Parent and Merger Sub of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub Sub, and, assuming the due authorization, execution and delivery thereof hereof by the Company, constitutes a valid and legally binding agreement of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub enforceable against each of them in accordance with its terms, except as that such enforcement may be limited by subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ ' rights generally, generally and (ii) general equitable principles.

Authority; Non-Contravention; Approvals. (a) Parent and Merger Sub have full corporate power and authority to enter into this Agreement and and, subject to the Required Statutory Approvals, to consummate the Transactions. This Agreement and the Transactions have been approved by the respective boards of directors of Parent and Merger Sub and, promptly after the execution and delivery hereof, will be duly adopted approved by Parent as the sole stockholder shareholder of Merger Sub and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement and the consummation by Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the Company, constitutes a valid and legally binding agreement of Parent and Merger Sub enforceable against each of them in accordance with its terms, except as such enforcement may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, and (ii) general equitable principles.

Authority; Non-Contravention; Approvals. (a) Each of Parent and Merger Sub have full Subsidiary has the requisite corporate power and authority to enter into this Agreement and to consummate the Transactionstransactions contemplated hereby. This Agreement and the Transactions Merger have been approved and adopted by the respective boards of directors of Parent and Merger Sub and, promptly after the execution Subsidiary and delivery hereof, will be duly adopted by Parent as the sole stockholder shareholder of Merger Sub Subsidiary, and no other corporate proceedings or similar proceeding on the part of Parent or Merger Sub are Subsidiary (or any other party) is necessary to authorize the execution and delivery of this Agreement and or the consummation by Parent and Merger Sub Subsidiary of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub Subsidiary and, assuming the due authorization, execution and delivery thereof hereof by the Company, constitutes a valid and legally binding agreement of each of Parent and Merger Sub Subsidiary enforceable against each of them in accordance with its terms, except as that such enforcement may be limited by subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ ' rights generally, and (ii) general equitable principles.

Authority; Non-Contravention; Approvals. (a) Parent and Merger Sub have full corporate power and authority to enter into this Agreement and to consummate the Transactions. This Agreement and the Transactions have been approved by the respective boards of directors of Parent and Merger Sub and, promptly after the execution and delivery hereof, will be duly adopted by Parent as the sole stockholder of Merger Sub and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement and the consummation by Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the Company, constitutes a valid and legally binding agreement of Parent and Merger Sub enforceable against each of them in accordance with its terms, except as such enforcement may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, and (ii) general equitable principles.

Authority; Non-Contravention; Approvals. (a) Parent and Merger Sub Subsidiary each have full corporate power and authority to enter into this Agreement and and, subject to the Parent Required Statutory Approvals (as defined in Section 5.3(c)), to consummate the Transactionstransactions contemplated hereby. This Agreement and the Transactions have has been approved by the respective boards Boards of directors Directors of Parent and Merger Sub andSubsidiary, promptly after the execution and delivery hereof, will be duly adopted by Parent as the sole stockholder of Merger Sub and no other corporate proceedings on the part of Parent or Merger Sub Subsidiary are necessary to authorize the execution and delivery of this Agreement and or the consummation by Parent and Merger Sub Subsidiary of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub Subsidiary, and, assuming the due authorization, execution and delivery thereof hereof by the Company, constitutes a valid and legally binding agreement of each of Parent and Merger Sub Subsidiary enforceable against each of them in accordance with its terms, except as that such enforcement may be limited by subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ ' rights generally, generally and (ii) general equitable principles.

Authority; Non-Contravention; Approvals. (a) Parent and Merger Sub have full corporate power and authority to enter into this Agreement and and, subject to the Parent Required Statutory Approvals, to consummate the Transactionstransactions contemplated hereby. This Agreement and the Transactions have has been approved by the respective boards of directors of Parent and Merger Sub and, promptly after the execution and delivery hereof, will be duly adopted by Parent as the sole stockholder of Merger Sub and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement and the consummation by Parent and Merger Sub of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the Company, constitutes a valid and legally binding agreement of Parent and Merger Sub enforceable against each of them in accordance with its terms, except as such enforcement may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ ' rights generally, generally and (ii) general equitable principles.

Authority; Non-Contravention; Approvals. (a) Parent and Merger Sub have full all requisite corporate power and authority to enter into and deliver this Agreement and to carry out their obligations hereunder and to consummate the Transactions. This Agreement and the Transactions have been approved by the respective boards of directors of Parent and Merger Sub and, promptly after the execution and delivery hereof, will be duly adopted by Parent as the sole stockholder of Merger Sub and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement and the consummation by Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the Company, constitutes a valid and legally binding agreement obligation of Parent and Merger Sub enforceable against each of them in accordance with its terms, except as such enforcement may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws affecting or relating to enforcement of creditors’ rights generally, generally and (ii) general equitable principles.

Authority; Non-Contravention; Approvals. (a) Parent and Merger Sub Subsidiary each have full corporate power and authority to enter into this Agreement and to consummate the Transactionstransactions contemplated hereby. This Agreement and the Transactions Merger have been approved and adopted by the respective boards Boards of directors Directors of Parent and Merger Sub and, promptly after the execution Subsidiary and delivery hereof, will be duly adopted by Parent as the sole stockholder of Merger Sub Subsidiary, and no other corporate proceedings on the part of Parent or Merger Sub Subsidiary are necessary to authorize the execution and delivery of this Agreement and or the consummation by Parent and Merger Sub Subsidiary of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub Subsidiary and, assuming the due authorization, execution and delivery thereof hereof by the Company, constitutes a valid and legally binding agreement of each of Parent and Merger Sub Subsidiary enforceable against each of them in accordance with its terms, except as that such enforcement may be limited by subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, generally and (ii) general equitable principles.

Authority; Non-Contravention; Approvals. (a) Parent and Merger Sub have full corporate power and authority to enter into this Agreement and and, subject to the Required Statutory Approvals, to consummate the Transactions. This Agreement and the Transactions have been approved by the respective boards of directors of Parent and Merger Sub and, promptly after the execution and delivery hereof, will be duly adopted by Parent as the sole stockholder of Merger Sub and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement and the consummation by Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the Company, constitutes a valid and legally binding agreement of Parent and Merger Sub enforceable against each of them in accordance with its terms, except as such enforcement may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, and (ii) general equitable principles.

Authority; Non-Contravention; Approvals. (a) Parent and Merger Sub Subsidiary each have full corporate power and authority to enter into this Agreement and and, subject to the Parent Required Statutory Approvals (as defined in Section 4.4(c)), to consummate the Transactionstransactions contemplated hereby. This Agreement and the Transactions have has been approved by the respective boards Boards of directors Directors of Parent and Merger Sub and, promptly after the execution and delivery hereof, will be duly adopted by Parent as the sole stockholder of Merger Sub Subsidiary and no other corporate proceedings on the part of Parent or Merger Sub Subsidiary are necessary to authorize the execution and delivery of this Agreement and or the consummation by Parent and Merger Sub Subsidiary of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub Subsidiary, and, assuming the due authorization, execution and delivery thereof hereof by the Company, constitutes a valid and legally binding agreement of each of Parent and Merger Sub Subsidiary enforceable against each of them in accordance with its terms, except as that such enforcement may be limited by subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ ' rights generally, generally and (ii) general equitable principles.

Authority; Non-Contravention; Approvals. (a) Parent and Merger Sub Subsidiary each have full all requisite corporate power and authority to enter into this Agreement and to consummate the TransactionsMerger and the other transactions contemplated hereby. This Agreement and the Transactions have has been approved by the respective boards Board of directors Directors of Parent and Merger Sub and, promptly after the execution and delivery hereof, will be duly adopted by Parent as the Board of Directors of Subsidiary and has been approved by Parent’s wholly-owned subsidiary, XXXX, the sole stockholder shareholder of Merger Sub and no Subsidiary. No other corporate proceedings proceeding on the part of Parent or Merger Sub are Subsidiary is necessary to authorize the execution and delivery of this Agreement and or the consummation by Parent and Merger Sub Subsidiary of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub Subsidiary, and, assuming the due authorization, execution and delivery thereof by the Company, constitutes a valid and legally binding agreement of each of Parent and Merger Sub Subsidiary, enforceable against each of them in accordance with its terms, except as such enforcement to the extent that enforceability may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws affecting or Laws of general applicability relating to enforcement of or affecting creditors’ rights generally, and (ii) or by a court’s application of general equitable principles.

Authority; Non-Contravention; Approvals. (a) Parent and Merger Sub each have full corporate power and authority to enter into execute and deliver this Agreement and and, subject to the Parent Required Statutory Approvals (as defined in Section 4.3(c)), to consummate the Transactionstransactions contemplated hereby. This Agreement and the Transactions have has been approved by the respective boards Board of directors Directors of the Parent and Merger Sub and, promptly after the execution and delivery hereof, will be duly adopted by Parent as the sole stockholder of Merger Sub and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement and or the consummation by Parent and Merger Sub of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub Sub, and, assuming the due authorization, execution and delivery thereof hereof by the Companyother Parties, constitutes a valid and legally binding agreement of each of Parent and Merger Sub enforceable against each of them in accordance with its terms, except as that such enforcement may be limited by subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ ' rights generally, generally and (ii) general equitable principles.

Authority; Non-Contravention; Approvals. (a) Parent and Merger Sub Subsidiary each have full corporate power and authority to enter into this Agreement and to consummate the Transactionstransactions contemplated hereby. This Agreement and the Transactions Merger have been approved and adopted by the respective boards Boards of directors Directors of Parent and Merger Sub and, promptly after the execution Subsidiary and delivery hereof, will be duly adopted by Parent as the sole stockholder of Merger Sub Subsidiary, and no other corporate proceedings on the part of Parent or Merger Sub Subsidiary are necessary to authorize the execution and delivery of this Agreement and or the consummation by Parent and Merger Sub Subsidiary of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub Subsidiary and, assuming the due authorization, execution and delivery thereof hereof by the Company, constitutes a valid and legally binding agreement of each of Parent and Merger Sub Subsidiary enforceable against each of them in accordance with its terms, except as that such enforcement may be limited by subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ ' rights generally, generally and (ii) general equitable principles.

Authority; Non-Contravention; Approvals. (a) Parent and Merger Sub Subsidiary each have full corporate power and authority to enter into this Agreement and and, subject to the Parent Required Statutory Approvals (as defined in Section 4.4(c)), to consummate the Transactionstransactions contemplated hereby. This Agreement and the Transactions have has been approved by the respective boards Boards of directors Directors of Parent and Merger Sub andSubsidiary, promptly after the execution and delivery hereof, will be duly adopted by Parent as the sole stockholder of Merger Sub and no other corporate proceedings on the part of Parent or Merger Sub Subsidiary are necessary to authorize the execution and delivery of this Agreement and or the consummation by Parent and Merger Sub Subsidiary of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub Subsidiary, and, assuming the due authorization, execution and delivery thereof hereof by the CompanyCompany and the Seller, constitutes a valid and legally binding agreement of each of Parent and Merger Sub Subsidiary enforceable against each of them in accordance with its terms, except as that such enforcement may be limited by subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ ' rights generally, generally and (ii) general equitable principles.

Authority; Non-Contravention; Approvals. (a) Parent and Merger Sub Subsidiary each have full all requisite corporate power and authority to enter into this Agreement and to consummate the TransactionsMerger and the other transactions contemplated hereby. This Agreement and the Transactions have has been approved by the respective boards Board of directors Directors of Parent and Merger Sub and, promptly after the execution and delivery hereof, will be duly adopted by Parent as the Board of Directors of Subsidiary and has been approved by the sole stockholder shareholder of Merger Sub and no Subsidiary. No other corporate proceedings proceeding on the part of Parent or Merger Sub are Subsidiary is necessary to authorize the execution and delivery of this Agreement and or the consummation by Parent and Merger Sub Subsidiary of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub Subsidiary, and, assuming the due authorization, execution and delivery thereof by the Company, constitutes a valid and legally binding agreement of each of Parent and Merger Sub Subsidiary, enforceable against each of them in accordance with its terms, except as such enforcement to the extent that enforceability may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws affecting or of general applicability relating to enforcement or affecting creditors' rights or by a court's application of creditors’ rights generally, and (ii) general equitable principles.

Authority; Non-Contravention; Approvals. (a) Parent and Merger Sub have full corporate power and authority to enter into this Agreement and and, subject to the Required Statutory Approvals, to consummate the Transactions. This Agreement and the Transactions have been approved by the respective boards of directors of Parent and Merger Sub and, promptly after the execution and delivery hereof, will be duly adopted by Parent as the sole stockholder of Merger Sub and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement and the consummation by Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the Company, constitutes a valid and legally binding agreement of Parent and Merger Sub enforceable against each of them in accordance with its terms, except as such enforcement may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, and (ii) general equitable principles.

Authority; Non-Contravention; Approvals. (a) Parent and Merger Sub each have full corporate power and authority to enter into this Agreement and to consummate the Transactionstransactions contemplated hereby. This Agreement and the Transactions have has been approved by the respective boards Boards of directors Directors of Parent and Merger Sub and, promptly after the execution and delivery hereof, will be duly adopted by Parent as the sole stockholder shareholder of Merger Sub Sub, and no other corporate proceedings (including any shareholder approval) on the part of Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement and or the consummation by Parent and Merger Sub of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof hereof by the Company, constitutes a valid and legally binding agreement of each of Parent and Merger Sub enforceable against each of them in accordance with its terms, except as that such enforcement may be limited by subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ ' rights generally, generally and (ii) general equitable principles.