Common use of Authority Relative to Agreements Clause in Contracts

Authority Relative to Agreements. The Company has all requisite corporate power and authority to execute and deliver this Agreement and, subject (if required) to the approval and adoption of this Agreement by a two-thirds vote of the stockholders of the Company (the "Company Stockholder Approval"), to perform its obligations hereunder. The execution, delivery and performance of this Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized by the Company's Board of Directors and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than (if required) the approval and adoption of this Agreement by a two-thirds vote of the stockholders of the Company. This Agreement has been duly executed and delivered by the Company and, subject to such stockholder approval, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.

Authority Relative to Agreements. The Company has all -------------------------------- requisite corporate power and authority to execute and deliver this Agreement and, subject (if required) to the approval and adoption of this Agreement by a two-thirds vote of the stockholders of the Company (the "Company Stockholder Approval")Company, to 11 perform its obligations hereunder. The executionexecu-tion, delivery and performance perfor-mxxxx of this Agreement by the Company and the consummation consum-mation by it of the transactions contemplated contem-plated hereby have been duly authorized by the Company's Board of Directors and no other corporate proceedings proceed-ings on the part of the Company are necessary to authorize this Agreement or to consummate and the transactions trans-actions contemplated hereby, other than (if required) the approval and adoption of this Agreement by a two-thirds vote of the stockholders of the Company. This Agreement has been duly executed and delivered by the Company and, subject to such stockholder approvalapprov-al, constitutes consti-tutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.