Authority of the Corporation. The execution and delivery by the ---------------------------- Corporation of this Agreement and, subject to the requisite approval of the stockholders of the Corporation, the consummation of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action on the part of the Corporation, including without limitation approval by a vote of the Board of Directors of the Corporation, and this Agreement is a valid and binding obligation of the Corporation, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, liquidation, receivership, conservatorship, insolvency, moratorium, or other similar laws affecting the rights of creditors generally and by general equitable principles (the "Bankruptcy Exception"). Except as set forth in Schedule 4.6, neither the (i) execution and delivery by the Corporation of this Agreement; (ii) the consummation of the Merger or the transactions contemplated hereby; nor (iii) compliance by the Corporation with any of the provisions hereof, will: (a) conflict with or result in a breach of any provision of the certificate of incorporation, as amended, or bylaws, as amended, of the Corporation; (b) subject to receipt of such consents and the giving of such notifications as are set forth in Schedule 4.6, constitute a breach of or result in a default (or give rise to any rights of termination, cancellation or acceleration, or any right to acquire any securities or assets) under any of the terms, conditions, or provisions of any note, bond, mortgage, indenture, franchise, license, permit, agreement, or other instrument or obligation to which the Corporation is a party, or by which the Corporation or any of its properties or assets is bound, if, in any such circumstances, such event would reasonably be expected to have consequences materially adverse to the Corporation; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation applicable to the Corporation or any of its properties or assets, if such violation would reasonably be expected to have consequences materially adverse to the Corporation. Except as set forth in Schedule 4.6, no consent of, approval of, notice to, or filing with any regulatory agency or governmental authority having jurisdiction over any aspect of the business or assets of the Corporation, and no consent of, approval of, or notice to any other Person that, in either case, if not obtained or given ...
Authority of the Corporation. All necessary corporate action has been taken by the Corporation to authorize the execution and delivery by the Corporation of this Agreement, the Warrant Indenture, the Warrant Certificate and the Agent's Warrant Certificate and the performance by the Corporation of its obligations hereunder and thereunder, and this Agreement has been duly executed and delivered and constitutes a valid and legally binding obligation of the Corporation, enforceable against it in accordance with its terms and each of the Warrant Indenture, the Warrant Certificate and the Agent's Warrant Certificate will have been duly authorized, executed and delivered by the Corporation at the Closing Time and will constitute at the Closing Time valid and legally binding obligations of the Corporation enforceable against it in accordance with their respective terms.
Authority of the Corporation. (a) The execution, delivery and performance of this Agreement and the Related Agreements to which the Corporation is a party and the consummation by the Corporation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action on the part of the
Authority of the Corporation. All necessary corporate action has been taken by the Corporation to authorize the execution and delivery by the Corporation of this Agreement, the Warrants, the Broker Warrants and the Warrant Indenture and the performance by the Corporation of its obligations hereunder and thereunder, and this Agreement has been duly executed and delivered and constitutes a valid and legally binding obligation of the Corporation, enforceable against it in accordance with its terms, and the Warrants, the Broker Warrants and the Warrant Indenture will have been duly authorized, executed and delivered by the Corporation at the Closing Time and will constitute at the Closing Time valid and legally binding obligations of the Corporation enforceable against it in accordance with their respective terms.
