Common use of Authority Relative to the Transaction Agreements Clause in Contracts

Authority Relative to the Transaction Agreements. Each of the Company and its Subsidiaries has all necessary corporate power and authority to execute and deliver each of the Transaction Agreements to which it is a party, to perform its obligations thereunder and to consummate the Transactions applicable to the Company or such Subsidiary, except for the Stockholders Approvals and Preferred Stockholder Consents. The execution and delivery by the Company or any of its Subsidiaries of each of the Transaction Agreements to which it is a party and the consummation by the Company or any of its Subsidiaries of the Transactions applicable to the Company or such Subsidiary have been duly and validly authorized by all necessary corporate action on the part of the Company or such Subsidiary, as the case may be, and no other corporate proceedings on the part of the Company or such Subsidiary are necessary to authorize any of the Transaction Agreements to which it is a party or to consummate the Transactions applicable to the Company or such Subsidiary, except for the Stockholders Approvals and Preferred Stockholder Consents. Each of the Transaction Agreements to which the Company or any Subsidiary is a party has been or, upon execution, shall have been duly and validly executed and delivered by the Company or such Subsidiary and, assuming the due authorization, execution and delivery by the other parties thereto, constitute legal, valid and binding obligations of the Company and such Subsidiaries, enforceable against the Company and each such Subsidiary, as the case may be, in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity. The Board has unanimously approved each of the Transaction Agreements to which the Company is a party and the Transactions applicable to the Company and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Transactions and the Transaction Agreements or such restrictions are otherwise inapplicable to the Transactions and the Transaction Agreements.

Authority Relative to the Transaction Agreements. Each of the Company and its Subsidiaries has all necessary corporate power and authority to execute and deliver each of the Transaction Agreements to which it is a party, to perform its obligations thereunder and to consummate the Transactions applicable to the Company or such Subsidiary, except for the Stockholders Approvals and Preferred Stockholder Consents. The execution and delivery by the Company or any of its Subsidiaries of each of the Transaction Agreements to which it is a party and the consummation by the Company or any of its Subsidiaries of the Transactions applicable to the Company or such Subsidiary have been duly and validly authorized by all necessary corporate action on the part of the Company or such Subsidiary, as the case may be, and no other corporate proceedings on the part of the Company or such Subsidiary are necessary to authorize any of the Transaction Agreements to which it is a party or to consummate the Transactions applicable to the Company or such Subsidiary, except for the Stockholders Approvals and Preferred Stockholder Consents. Each of the Transaction Agreements to which the Company or any Subsidiary is a party has been or, upon execution, shall have been duly and validly executed and delivered by the Company or such Subsidiary and, assuming the due authorization, execution and delivery by the other parties thereto, constitute legal, valid and binding obligations of the Company and such Subsidiaries, enforceable against the Company and each such Subsidiary, as the case may be, in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity. The Board has unanimously approved each of the Transaction Agreements to which the Company is a party and the Transactions applicable to the Company and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Transactions and the Transaction Agreements Documents or such restrictions are otherwise inapplicable to the Transactions and the Transaction Agreementsdocuments.