Common use of Authority Relative to Agreement Clause in Contracts

Authority Relative to Agreement. (a) Parent and Acquisition Sub have all necessary corporate power and authority to execute and deliver this Agreement, to perform their respective obligations hereunder and, subject to obtaining the Parent Stockholder Approval, to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Parent and Acquisition Sub, and the consummation by Parent and Acquisition Sub of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action by Parent and Acquisition Sub, and except for the Parent Stockholder Approval and the filing of the Articles of First Merger and the Articles of Second Merger with the SDAT, no other corporate action or proceeding on the part of Parent or Acquisition Sub is necessary to authorize the execution, delivery and performance of this Agreement by Parent and Acquisition Sub and the consummation by Parent and Acquisition Sub of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Acquisition Sub and, assuming due authorization, execution and delivery of this Agreement by the Company, constitutes a legal, valid and binding obligation of each of Parent and Acquisition Sub, enforceable against each of Parent and Acquisition Sub in accordance with its terms, except that such enforcement may be subject to the Bankruptcy and Equity Exception.

Authority Relative to Agreement. (a) Parent and Acquisition Sub have all necessary corporate power and authority to execute and deliver this Agreement, to perform their respective its obligations hereunder and, subject to obtaining the Parent Stockholder Approval, to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Parent and Acquisition Sub, and the consummation by Parent and Acquisition Sub of the transactions contemplated herebyby this Agreement, have been duly and validly authorized by all necessary corporate action by Parent and Acquisition Sub, and except for the Parent Stockholder Approval and the filing of each of the Articles of First Merger and the Articles of Second Merger with the SDAT (and their acceptance for record by SDAT) and the filing of the Certificate of Second Merger with DE SOS, no other corporate action or proceeding Proceeding on the part of Parent or Acquisition Sub is necessary to authorize the execution, delivery and performance of this Agreement by Parent and Acquisition Sub and the consummation by Parent and Acquisition Sub of the transactions contemplated herebyby this Agreement. This Agreement has been duly executed and delivered by Parent and Acquisition Sub and, assuming due authorization, execution and delivery of this Agreement by the Company, constitutes a legal, valid and binding obligation of each of Parent and Acquisition Sub, enforceable against each of Parent and Acquisition Sub in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (ii) the Bankruptcy remedies of specific performance and Equity Exceptioninjunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought.

Authority Relative to Agreement. (a) Each of Parent and Acquisition Sub have has all necessary corporate power and authority to execute and deliver this Agreement, to perform their respective its obligations hereunder and, subject to obtaining the Parent Stockholder Approval, and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Parent and Acquisition Sub, and the consummation by Parent and Acquisition Sub of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action by Parent and Acquisition Sub, and except for the Parent Stockholder Approval and the filing of the Articles Certificate of First Merger with the Delaware Secretary and the Articles Certificate of Second Merger with the SDATDelaware Secretary, no other corporate action or proceeding Proceeding on the part of Parent or Acquisition Sub is necessary to authorize the execution, delivery and performance of this Agreement by Parent and Acquisition Sub and the consummation by Parent and Acquisition Sub of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Acquisition Sub and, assuming due authorization, execution and delivery of this Agreement by the Company, constitutes a legal, valid and binding obligation of each of Parent and Acquisition Sub, enforceable against each of Parent and Acquisition Sub in accordance with its terms, except that such enforcement may be subject to the Bankruptcy and Equity Exception.

Authority Relative to Agreement. (a) Parent and Acquisition Sub have all necessary corporate power and authority to execute and deliver this Agreement, to perform their respective obligations hereunder Agreement and, subject to obtaining the Parent Stockholder Approval, to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Parent and Acquisition Sub, and the consummation by Parent and Acquisition Sub of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action by Parent and Acquisition Sub, and except for the Parent Stockholder Approval and the filing of the Articles of First Merger and the Articles of Second Merger with the SDATApproval, no other corporate action or proceeding Proceeding on the part of Parent or Acquisition Sub is necessary to authorize the execution, delivery and performance of this Agreement by Parent and Acquisition Sub and the consummation by Parent and Acquisition Sub of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Acquisition Sub and, assuming due authorization, execution and delivery of this Agreement by the Company, constitutes a legal, valid and binding obligation of each of Parent and Acquisition Sub, enforceable against each of Parent and Acquisition Sub in accordance with its terms, except that such enforcement may be subject to the Bankruptcy and Equity Exception.

Authority Relative to Agreement. (a) Each of Parent and Acquisition Sub have has all necessary corporate entity power and authority to execute and deliver this Agreement, to Agreement and perform their respective its obligations hereunder and, subject to obtaining the Parent Stockholder Approval, and to consummate the transactions contemplated hereby, including the Merger. The execution, delivery and performance of this Agreement by Parent Pxxxxx and Acquisition Sub, and the consummation by Parent and Acquisition Sub of the transactions contemplated herebyby this Agreement, have been duly and validly authorized by all necessary corporate entity action by Parent Pxxxxx and Acquisition Sub, and except for the Parent Stockholder Approval and the filing of the Articles of First Merger and the Articles of Second Merger with the SDAT, no other corporate legal entity action or proceeding on the part of Parent or and Acquisition Sub is necessary to authorize the execution, delivery and performance of this Agreement by Parent and Acquisition Sub and the consummation by Parent and Acquisition Sub of the transactions contemplated herebyby this Agreement. This Agreement has been duly executed and delivered by Parent Pxxxxx and Acquisition Sub and, assuming due authorization, execution and delivery of this Agreement by the Companyother party hereto, constitutes a legal, valid and binding obligation of each of Parent and Acquisition Sub, enforceable against each of Parent and Acquisition Sub in accordance with its terms, except that such enforcement may be subject to the Bankruptcy and Equity Exception.

Authority Relative to Agreement. (a) Each of Parent and Acquisition Sub have has all necessary corporate power and authority to execute and deliver this Agreement, to perform their respective its obligations hereunder and, subject to obtaining the Parent Stockholder Approval, and to consummate the transactions contemplated herebyTransactions. The execution, execution and delivery and performance of this Agreement by Parent and Acquisition Sub, and the consummation by Parent and Acquisition Sub of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action by Parent and Acquisition Sub, and except for the Parent Stockholder Approval and the filing of the Articles of First Merger and the Articles of Second Merger with the SDAT, no other corporate action or proceeding on the part of Parent or Acquisition Sub is necessary to authorize the execution, delivery and performance of this Agreement by Parent and Acquisition Sub and the consummation by Parent and Acquisition Sub of the transactions contemplated herebyTransactions have been duly and validly authorized by all necessary corporate action of Parent and Acquisition Sub (other than the adoption of this Agreement by Parent as sole stockholder of Acquisition Sub (which shall occur immediately after the execution and delivery of this Agreement)), and no other corporate proceedings on the part of Parent or Acquisition Sub are necessary to authorize the execution and delivery of this Agreement or to consummate the Transactions (other than, with respect to the Merger, the adoption of this Agreement by Parent as sole stockholder of Acquisition Sub (which shall occur immediately after the execution and delivery of this Agreement), and the filing of the Certificate of Merger with the Secretary of State). This Agreement has been duly and validly executed and delivered by Parent and Acquisition Sub and, assuming the due authorization, execution and delivery of this Agreement by the Company, this Agreement constitutes a legal, valid and binding obligation of each of Parent and Acquisition Sub, enforceable against each of Parent and Acquisition Sub in accordance with its terms, terms (except that as such enforcement enforceability may be subject limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to the Bankruptcy or affecting creditor’s rights, and Equity Exceptionto general equitable principles).

Authority Relative to Agreement. (a) Parent Each of Parent, Buyer and Acquisition Sub have has all necessary corporate or limited liability company power and authority to execute and deliver this Agreement, to perform their respective its obligations hereunder and, subject to obtaining the Parent Stockholder Approval, and to consummate the Merger and the other transactions contemplated hereby. The execution, execution and delivery and performance of this Agreement by Parent Parent, Buyer and Acquisition Sub, Sub and the consummation by Parent Buyer and Acquisition Sub of the Merger and the other transactions contemplated hereby, hereby have been duly and validly authorized by all necessary corporate or limited liability company action by Parent of Parent, Buyer and Acquisition Sub, and except for no other corporate proceedings on the Parent Stockholder Approval part of Parent, Buyer or Acquisition Sub are necessary to authorize the execution and delivery of this Agreement or to consummate the Merger and the other transactions contemplated hereby (other than, with respect to the Merger, the filing of the Articles Certificate of First Merger and the Articles of Second Merger with the SDAT, no other corporate action or proceeding on the part Secretary of Parent or Acquisition Sub is necessary to authorize the execution, delivery and performance of this Agreement by Parent and Acquisition Sub and the consummation by Parent and Acquisition Sub of the transactions contemplated herebyState). This Agreement has been duly and validly executed and delivered by Parent each of Parent, Buyer and Acquisition Sub and, assuming the due authorization, execution and delivery of by the other parties hereto, this Agreement by the Company, constitutes a legal, valid and binding obligation of each of Parent Parent, Buyer and Acquisition Sub, enforceable against each of Parent Parent, Buyer and Acquisition Sub in accordance with its terms, terms (except that as such enforcement enforceability may be subject limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to the Bankruptcy or affecting creditor’s rights, and Equity Exceptionto general equitable principles).

Authority Relative to Agreement. (a) Each of Parent and Acquisition Sub have has all necessary corporate power and authority to execute and deliver this Agreement, to perform their respective its obligations hereunder and, subject to obtaining the Parent Stockholder Approval, and to consummate the Merger and the other transactions contemplated hereby. The execution, execution and delivery and performance of this Agreement by Parent and Acquisition Sub, and the consummation by Parent and Acquisition Sub of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action by Parent and Acquisition Sub, and except for the Parent Stockholder Approval and the filing of the Articles of First Merger and the Articles of Second Merger with the SDAT, no other corporate action or proceeding on the part of Parent or Acquisition Sub is necessary to authorize the execution, delivery and performance of this Agreement by Parent and Acquisition Sub and the consummation by Parent and Acquisition Sub of the Merger and the other transactions contemplated herebyhereby have been duly and validly authorized by all necessary action, and no other corporate proceedings on the part of Parent or Acquisition Sub are necessary to authorize the execution and delivery of this Agreement or to consummate the Merger and the other transactions contemplated hereby (other than, with respect to the Merger, the filing of the Articles of Merger with the Secretary of State). This Agreement has been duly and validly executed and delivered by Parent and Acquisition Sub and, assuming the due authorization, execution and delivery of this Agreement by the Company, this Agreement constitutes a legal, valid and binding obligation of each of Parent and Acquisition Sub, enforceable against each of Parent and Acquisition Sub in accordance with its terms, terms (except that as such enforcement enforceability may be subject limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to the Bankruptcy or affecting creditor’s rights, and Equity Exceptionto general equitable principles).

Authority Relative to Agreement. (a) Parent and Acquisition Sub have all necessary corporate power and authority to (a) execute and deliver this Agreement, to (b) perform their respective its covenants and obligations hereunder and, subject to obtaining the Parent Stockholder Approval, to and (c) consummate the transactions contemplated herebyby this Agreement, including the Merger. The execution, delivery and performance of this Agreement by Parent and Acquisition Sub, and the consummation by Parent and Acquisition Sub of the transactions contemplated herebyby this Agreement, including the Merger, have been duly and validly authorized by all necessary corporate action by Parent and Acquisition Sub, and except for the Parent Stockholder Approval and the filing of the Articles of First Merger and the Articles of Second Merger with the SDAT, no other corporate action or proceeding on the part of Parent or and Acquisition Sub is necessary to authorize the execution, delivery and performance of this Agreement by Parent and Acquisition Sub and the consummation by Parent and Acquisition Sub of the transactions contemplated herebyby this Agreement, including the Merger. This Agreement has been duly executed and delivered by Parent and Acquisition Sub and, assuming the due authorization, execution and delivery of this Agreement by the Companyother party hereto, constitutes a legal, valid and binding obligation of each of Parent and Acquisition Sub, enforceable against each of Parent and Acquisition Sub in accordance with its terms, except that such enforcement enforceability may be subject to the Bankruptcy and Equity ExceptionEnforceability Exceptions.

Authority Relative to Agreement. (a) Parent and Acquisition Sub have all necessary corporate power and authority to (a) execute and deliver this Agreement, to (b) perform their respective its covenants and obligations hereunder and, subject to obtaining the Parent Stockholder Approval, to and (c) consummate the transactions contemplated herebyby this Agreement, including the Merger. The execution, delivery and performance of this Agreement by Parent Xxxxxx and Acquisition Sub, and the consummation by Parent and Acquisition Sub of the transactions contemplated herebyby this Agreement, including the Merger, have been duly and validly authorized by all necessary corporate action by Parent and Acquisition Sub, and except for the Parent Stockholder Approval and the filing of the Articles of First Merger and the Articles of Second Merger with the SDAT, no other corporate action or proceeding on the part of Parent or and Acquisition Sub is necessary to authorize the execution, delivery and performance of this Agreement by Parent and Acquisition Sub and the consummation by Parent Xxxxxx and Acquisition Sub of the transactions contemplated herebyby this Agreement, including the Merger. This Agreement has been duly executed and delivered by Parent Xxxxxx and Acquisition Sub and, assuming the due authorization, execution and delivery of this Agreement by the Companyother party hereto, constitutes a legal, valid and binding obligation of each of Parent and Acquisition Sub, enforceable against each of Parent and Acquisition Sub in accordance with its terms, except that such enforcement enforceability may be subject to the Bankruptcy and Equity ExceptionEnforceability Exceptions.