Authority of Merger Corp. Merger Corp. was formed solely for the purpose of engaging in the transactions contemplated hereby, has engaged in no other business activities and has conducted its operations only as contemplated hereby. Merger Corp. is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware as a wholly owned Subsidiary of PSS. The authorized capital stock of Merger Corp. shall consist of 1,000 shares of Merger Corp. Common Stock, all of which is validly issued and outstanding, fully paid and nonassessable and is owned by PSS free and clear of any Lien. Merger Corp. has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Merger Corp.. This Agreement represents a legal, valid, and binding obligation of Merger Corp., enforceable against Merger Corp. in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). PSS, as the sole stockholder of Merger Corp., will vote prior to the Effective Time the shares of Merger Corp. Common Stock in favor of approval of this Agreement, as and to the extent required by applicable Law and no other vote of holders of securities of Merger Corp. is necessary.
Authority of Merger Corp. Merger Corp. is a corporation duly organized, validly existing and in good standing under the Laws of the State of Florida as a wholly owned Subsidiary of PSS. The authorized capital stock of Merger Corp. consists of 1,000 shares of Merger Corp. Common Stock, all of which is validly issued and outstanding, fully paid and nonassessable and is owned by PSS free and clear of any Lien. Merger Corp. has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Merger Corp. This Agreement represents a legal, valid, and binding obligation of Merger Corp., enforceable against Merger Corp. in accordance with its terms.
Authority of Merger Corp. 23 6.20 Accounting, Tax and Regulatory Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 6.21
Authority of Merger Corp. Merger Corp is a corporation duly ------------------------ organized, validly existing and in good standing under the Laws of the State of Georgia as a wholly owned Subsidiary of WebMD. The authorized capital stock of Merger Corp. consists of 1,000 shares of Merger Corp. Common Stock, of which 100 shares are validly issued and outstanding, fully paid and nonassessable and is owned by WebMD free and clear of any Lien. Merger Corp. has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Merger Corp. This Agreement represents a legal, valid, and binding obligation of Merger Corp., enforceable against Merger Corp. in accordance with its terms.
Authority of Merger Corp. 23 6.20 Accounting, Tax and Regulatory Matters......................... 23 6.21
Authority of Merger Corp. Merger Corp. is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. The authorized capital stock of Merger Corp. consists of one hundred (100) shares of common stock, all of which are validly issued and outstanding, fully paid and nonassessable and are owned by Parent free and clear of any Lien. Merger Corp. has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Merger Corp. This Agreement represents a legal, valid and binding obligation of Merger Corp., enforceable against Merger Corp. in accordance with its terms except that the enforcement thereof may be limited by (i) applicable bankruptcy, insolvency, reorganization moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). Immediately following the execution of this Agreement, Parent, as the sole stockholder of Merger Corp., will vote the shares of Merger Corp. common stock in favor of approval of this Agreement.
Authority of Merger Corp. 24 ARTICLE V.......................................................................................25
Authority of Merger Corp. The execution and delivery by Merger Corp of the Merger Agreement and, subject to the requisite approval of the shareholder of Merger Corp, the consummation of the Transactions completed thereby, will be duly and validly authorized by all necessary corporate action on the part of Merger Corp, and the Merger Agreement will be upon execution by the parties thereto, the valid and binding obligation of Merger Corp, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally, or by general equitable principles.
