Common use of Authority Relative Clause in Contracts

Authority Relative. to this Agreement; Consents and -------------------------------------------------- Approvals. --------- (a) Each of the Company and Acquisition Sub has all the necessary corporate power and authority to execute and deliver this Agreement and to consummate the Transactions in accordance with the terms hereof (subject to obtaining the necessary approval and adoption of this Agreement and the Merger by the stockholders of the Company. The execution, delivery and performance of this Agreement by each of the Company and Acquisition Sub and the consummation by them of the Transactions have been duly and validly authorized by their respective Boards and, except for obtaining the approval of the Company's stockholders as contemplated by Section 4.10 hereof, no other corporate action or corporate proceedings on the part of the Company or Acquisition Sub are necessary to authorize the execution and delivery by the Company or Acquisition Sub of this Agreement and the consummation by them of the Transactions. This Agreement has been duly and validly executed and delivered by each of the Company and Acquisition Sub and, assuming due and valid authorization, execution and delivery by Purchaser, constitutes a valid, legal and binding agreement of the Company, enforceable against the Company and Acquisition Sub in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive 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. (b) The Board of Directors of each of the Company and Acquisition Sub has duly and validly approved, and taken all corporate actions required to be taken by each Board for the consummation of, the Transactions, including but not limited to all actions required to satisfy the provisions of Section 203(a)(1) of the DGCL regarding business combinations with "interested stockholders."

Authority Relative. to this Agreement; Consents ---------------------------------------------- and -------------------------------------------------- Approvals. ---------------------- (a) Each of the The Company and Acquisition Sub has all the necessary corporate power and authority to execute and deliver this Agreement and to consummate the Transactions in accordance with the terms hereof (subject to obtaining the necessary approval transactions contemplated hereby. The execution and adoption delivery of this Agreement and the Merger by the stockholders consummation of the Company. The execution, delivery and performance of this Agreement by each of the Company and Acquisition Sub and the consummation by them of the Transactions transactions contemplated hereby have been duly and validly authorized by their respective Boards and, except for obtaining the approval Board of Directors of the Company's stockholders as contemplated by Section 4.10 hereof, Company (the "Company Board") and no other corporate action or corporate proceedings on the part of the Company or Acquisition Sub are necessary to authorize this Agreement or to consummate the execution transactions contemplated hereby (other than, with respect to the Merger, the approval and delivery by the Company or Acquisition Sub adoption of this Agreement and by the consummation by them holders of a majority of the Transactionsthen outstanding shares of Company Common Stock). This Agreement has been duly and validly executed and delivered by each of the Company and Acquisition Sub and, assuming due and valid authorization, execution and delivery by Purchaser, constitutes a valid, legal and binding agreement of the Company, enforceable against the Company and Acquisition Sub in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive 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. (b) The Company Board has, by unanimous vote of Directors of each of the Company and Acquisition Sub has those present, duly and validly approved, and taken all corporate actions required to be taken by each the Company Board for the consummation of, the Transactionstransactions, including but not limited the Merger, contemplated hereby and resolved to all actions required to satisfy recommend that the provisions of Section 203(a)(1) shareholders of the DGCL regarding business combinations Company approve and adopt this Agreement; provided, however, that such approval and recommendation may be withdrawn, modified or amended in the event that the Company Board by majority vote determines in its good faith judgment, after consultation with "interested stockholdersand based upon the advice of independent legal counsel, that it is necessary to do so in order to comply with its fiduciary duties to shareholders under applicable law. No state takeover statute or similar statute or regulation applies or purports to apply to the Merger, this Agreement or any of the transactions contemplated hereby."

Authority Relative. to this AgreementAgreement and Merger; ------------------------------------------------ Consents and -------------------------------------------------- Approvals. -------------------------------- (a) Each of the The Company and Acquisition Sub has all the necessary corporate power and authority to execute and deliver this Agreement and to consummate the Transactions in accordance with the terms hereof (subject to obtaining the necessary approval transactions contemplated hereby. The execution and adoption delivery of this Agreement and the Merger by the stockholders consummation of the Company. The execution, delivery and performance of this Agreement by each of the Company and Acquisition Sub and the consummation by them of the Transactions transactions contemplated hereby have been duly and validly authorized by their respective Boards and, except for obtaining the approval Board of Directors of the Company's stockholders as contemplated by Section 4.10 hereofCompany (the "Company Board"), and no other corporate action or corporate proceedings on the part of the Company or Acquisition Sub are necessary to authorize the execution and delivery by the Company or Acquisition Sub of this Agreement and or to consummate the consummation by them of the Transactionstransactions contemplated hereby other than as provided in Section 2.3(c). This Agreement has been duly and validly executed and delivered by each of the Company and Acquisition Sub and, assuming due and valid authorization, execution and delivery by Purchaser, constitutes a valid, legal and binding agreement of the Company, enforceable against the Company and Acquisition Sub in accordance with its terms, except that (i) such enforcement as the same may be subject to limited by applicable bankruptcy, insolvency insolvency, moratorium or other similar laws, now laws of general application relating to or hereafter in effect, affecting creditors' rights generallyrights, including, without limitation, the effect of statutory or other laws regarding fraudulent conveyances and preferential transfers, and (ii) by the remedy limitations imposed by general principles of specific performance and injunctive 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 broughtequity. (b) The Board Company Board, at a meeting duly called and held, has, by unanimous vote of Directors of each the members of the Company and Acquisition Sub has Board present at such meeting, duly and validly approved, and taken all corporate actions required to be taken by each the Company Board for the consummation of, the Transactions, including but not limited to all actions required to satisfy Merger and the provisions of Section 203(a)(1) other transactions contemplated hereby. Without limiting the generality of the foregoing, the Company Board has (i) determined that the Merger is fair and in the best interests of the Company and its stockholders, (ii) adopted this Agreement in accordance with the DGCL regarding business combinations and (iii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company approve and adopt this Agreement and the Merger. No state takeover statute or similar statute or regulation applies or purports to apply to this Agreement, the Merger or any of the transactions contemplated hereby or thereby. (c) The affirmative votes of the holders of at least (i) a majority of all of the outstanding Company Common Stock voting together as a class with "interested stockholdersall of the outstanding Company Preferred Stock (with each share of Company Preferred Stock being entitled to the number of votes equal to the number of shares of Company Common Stock into which such shares of Company Preferred Stock may be converted at such time), and (ii) 66-2/3% of the outstanding shares of Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock voting as a single class (with each such share of Company Preferred Stock being entitled to the number of votes equal to the number of shares of Company Common Stock into which such shares of Company Preferred Stock may be converted at such time, provided that each share of Series D Preferred Stock shall be deemed to be convertible at such time into six shares of Company Common Stock), are the only votes of the holders of any class or series of the Company Securities necessary to approve and adopt this Agreement, the Merger and the Articles Amendment (as defined in Section 4.3(a))."

Authority Relative. to this Merger Agreement; Consents and -------------------------------------------------- ApprovalsApproval; Fairness. --------- (a) Each of the The Company and Acquisition Sub has all the necessary requisite corporate power and authority to execute and deliver enter into this Merger Agreement and to consummate perform its obligations hereunder. The execution and delivery of this Merger Agreement by the Transactions Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized by the Board of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Merger Agreement and the transactions contemplated hereby, except for any required approval of the Merger by holders of a majority of the votes cast at the Company Shareholders' Meeting by holders of the Company Common Stock (assuming a quorum is present) as set forth in Section 6.2 of this Merger Agreement (the "Company Requisite Vote"). This Merger Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company enforceable in accordance with its terms. The Board of Directors of the terms hereof Company (subject to obtaining the necessary approval and adoption of A) has unanimously approved this Merger Agreement and the Merger and other transactions contemplated hereby and (B) has received the opinion of its financial advisors, U.S. Bancorp Xxxxx Xxxxxxx, to the effect that the consideration to be received by the stockholders holders of the CompanyShares in the Merger is fair to such holders from a financial point of view, a copy of which opinion shall be delivered to the Purchaser within one (1) business day after the date hereof. The execution, delivery and performance of this Merger Agreement by each the Company do not, and the consummation by the Company of the Merger and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the articles of incorporation or by-laws of the Company or the comparable governing instruments of any of its Subsidiaries, (B) a breach or violation of, a default under, the acceleration of any obligations under or the creation of a lien, pledge, security interest or other encumbrance on the assets of the Company or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") binding upon the Company or any of its Subsidiaries or any Law (as defined in Section 4.13 hereof) or permit, franchise or license to which the Company or any of its Subsidiaries is subject or (C) any change in the rights or obligations of any party under any of the Contracts, except, in the case of clause (B) or (C) above, for any breach, violation, default, acceleration, creation or change that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Merger Agreement. Section 4.5 of the Disclosure Letter sets forth a correct and complete list of Contracts of the Company and Acquisition Sub its Subsidiaries pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Merger Agreement (whether or not subject to the exception set forth with respect to clauses (B) and (C) above). Except as set forth in Section 4.5 of the Disclosure Letter, the consummation of the Merger by the Company and the consummation by them other transactions contemplated hereby will not require the consent or approval of the Transactions have been duly and validly authorized by their respective Boards andor registration or filing with any Federal, except for obtaining the state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign, other than (i) approval of the Company's stockholders as contemplated by Section 4.10 hereofshareholders, no other corporate action or corporate proceedings on the part (ii) applicable requirements, if any, of the Company Exchange Act, state "blue sky" or Acquisition Sub are necessary to authorize takeover laws and the execution HSR Act and delivery (iii) filing and recordation of appropriate merger documents as required by the Company or Acquisition Sub of this Agreement and Pennsylvania Law. To the consummation by them of the Transactions. This Agreement has been duly and validly executed and delivered by each of the Company and Acquisition Sub and, assuming due and valid authorization, execution and delivery by Purchaser, constitutes a valid, legal and binding agreement knowledge of the Company, enforceable against no state takeover statute or similar statute or regulation (each, a "Takeover Statute") applies or purports to apply to the Merger, this Merger Agreement or any of the transactions contemplated hereby. To the full extent possible, the Company has opted out of Sections 1715, 2538, 25E, 25F, 25G and Acquisition Sub in accordance with its terms25H of the Pennsylvania Law. By virtue of resolutions approved by the Company's Board of Directors, except that (i) such enforcement may the Merger, this Merger Agreement and the transactions contemplated hereby will not be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter the provisions set forth in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion Article 11 of the court before which any proceeding therefor may be brought. (b) The Board Company's articles of Directors of each incorporation. Pursuant to Pennsylvania Law, no shareholder of the Company and Acquisition Sub has duly and validly approved, and taken all corporate actions required shall have any dissenters or appraisal rights with respect to be taken by each Board for the consummation of, the Transactions, including but not limited to all actions required to satisfy the provisions of Section 203(a)(1) of the DGCL regarding business combinations with "interested stockholdersMerger."

Authority Relative. to this Agreement; Consents and -------------------------------------------------- Approvals. --------- (a) Each of the The Company and Acquisition Sub has all the necessary corporate power and authority to execute and deliver this Agreement and to consummate the Transactions in accordance with the terms hereof (subject to obtaining the necessary approval transactions contemplated hereby. The execution and adoption delivery of this Agreement and the Merger by the stockholders consummation of the Company. The execution, delivery and performance of this Agreement by each of the Company and Acquisition Sub and the consummation by them of the Transactions transactions contemplated hereby have been duly and validly authorized by their respective Boards and, except for obtaining the approval Board of Directors of the Company's stockholders as contemplated by Section 4.10 hereof, Company (the "Company Board") and no other corporate action or corporate proceedings on the part of the Company or Acquisition Sub are necessary to authorize this Agreement or to consummate the execution transactions contemplated hereby (other than, with respect to the Merger, the approval and delivery by the Company or Acquisition Sub adoption of this Agreement and by the consummation by them holders of a majority of the Transactionsthen outstanding shares of Company Common Stock). This Agreement has been duly and validly executed and delivered by each of the Company and Acquisition Sub and, assuming due and valid authorization, execution and delivery by Purchaser, constitutes a valid, legal and binding agreement of the Company, enforceable against the Company and Acquisition Sub in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive 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. (b) The Company Board has, by unanimous vote of Directors of each of the Company and Acquisition Sub has those present, duly and validly approved, and taken all corporate actions required to be taken by each the Company Board for the consummation of, of the Transactionstransactions, including but not limited the Merger, contemplated hereby and resolved to all actions required to satisfy recommend that the provisions of Section 203(a)(1) stockholders of the DGCL regarding business combinations Company approve and adopt this Agreement; provided, however, that such approval and recommendation may be withdrawn, modified or amended in the event that the Company Board by majority vote determines in its good faith judgment, after consultation with "interested stockholdersand based upon the advice of independent legal counsel, that it is necessary to do so in order to comply with its fiduciary duties to stockholders under applicable law. No state takeover statute or similar statute or regulation applies or purports to apply to the Merger, this Agreement or any of the transactions contemplated hereby."

Authority Relative. to this This Agreement; Consents and -------------------------------------------------- Approvals. --------- (a) Each of the Company Parent and Acquisition Merger Sub has all the necessary corporate power and authority to execute and deliver this Agreement and the Company Stock Option Agreement, and, subject to the Parent Stockholder Approval (as defined in Section 4.10 below), to perform its obligations hereunder and thereunder and to consummate the Transactions in accordance with Merger and the terms hereof (subject to obtaining the necessary approval other transactions contemplated hereby and adoption thereby. The execution and delivery of this Agreement and the Merger by the stockholders of the Company. The execution, delivery and performance of this Company Stock Option Agreement by each of the Company Parent and Acquisition Merger Sub and the consummation by them each of Parent and Merger Sub of the Transactions Merger and the other transactions contemplated hereby and thereby have been duly and validly authorized by their respective Boards andall necessary corporate action, except for obtaining the approval of the Company's stockholders as contemplated by Section 4.10 hereof, and no other corporate action or corporate proceedings on the part of the Company Parent or Acquisition Merger Sub are necessary to authorize the execution and delivery by the Company or Acquisition Sub of this Agreement and the consummation Company Stock Option Agreement or to consummate the Merger and the other transactions so contemplated (other than, with respect to the Merger and this Agreement, the Parent Stockholder Approval, the Merger Sub Stockholder Approval (as each is defined in Section 4.10 below) and the filing and recordation of appropriate merger documents as required by them of the TransactionsDGCL). This Agreement has and the Company Stock Option Agreement have been duly and validly executed and delivered by each of the Company Parent and Acquisition Merger Sub and, assuming the due and valid authorization, execution and delivery by Purchaser, constitutes a valid, legal and binding agreement of the Company, constitute legal, valid and binding obligations of each of Parent and Merger Sub, enforceable against the Company each of Parent and Acquisition Merger Sub in accordance with its their respective terms, except that (i) such as the enforcement thereof may be subject to applicable limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws, now or hereafter in effect, laws affecting enforcement of creditors' rights generally, generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be except as enforcement thereof is subject to equitable defenses and to the discretion general principles of the court before which any equity (regardless of whether enforcement is considered in a proceeding therefor may be broughtin equity or at law). (b) The Board of Directors of each of the Company and Acquisition Sub has duly and validly approved, and taken all corporate actions required to be taken by each Board for the consummation of, the Transactions, including but not limited to all actions required to satisfy the provisions of Section 203(a)(1) of the DGCL regarding business combinations with "interested stockholders."

Authority Relative. to this Agreement; Consents and -------------------------------------------------- Approvals. --------- (a) Each of the Company and Acquisition Sub has all the necessary corporate power and authority to execute and deliver this Agreement and to consummate the Transactions in accordance with the terms hereof (subject to obtaining the necessary approval and adoption of this Agreement and the Merger by the stockholders of the CompanyBinding ------------------------------------------------------------- Effect. The execution, delivery and performance of this Agreement by each of the Company and Acquisition Sub Agree- ------ ment and the consummation Related Documents by them of the Transactions PNT have been duly and validly authorized by their respective Boards andall requisite corporate action, except except, as of the date of this Agreement, for obtaining the PNT Shareholders' Approval, the approval of the Company's stockholders as contemplated by Section 4.10 hereof, no other corporate action or corporate proceedings on the part Boards of Directors of PG Energy and Honesdale of the Company or Acquisition Sub are necessary trans- actions contemplated hereby and the approval of the holders of common stock of each of PG Energy and Honesdale of the transac- tions contemplated hereby. Except as set forth in the schedule to authorize be delivered by PNT to SUG within seven days of the execution date of this Agreement, the execution, delivery and delivery by the Company or Acquisition Sub performance of this Agreement and the consummation Related Documents by them PNT will not result in a violation or breach of any term or provision of, or constitute a default or accelerate the performance required under, the Organi- zational Documents of any of the TransactionsAcquired Companies, any inden- ture, mortgage, deed of trust, security agreement, loan agreement, or Material Contract to which any of the Acquired Com- panies is a party or by which its assets are bound, or violate any order, writ, injunction or decree of any Governmental Body, with such exceptions as are not, individually or in the aggre- gate, reasonably likely to have a PNT Material Adverse Effect. This Agreement has been duly constitutes and validly the Related Documents to be exe- cuted by any of the Acquired Companies when executed and delivered by each of the Company and Acquisition Sub and, assuming due and de- livered will constitute valid authorization, execution and delivery by Purchaser, constitutes a valid, legal and binding agreement obligations of the such Acquired Company, enforceable against the such Acquired Company and Acquisition Sub in accordance with its their terms, except that as enforceability may be limited by (i) such bankruptcy or similar laws from time to time in effect affecting the enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting of creditors' rights generally, and generally or (ii) the remedy of specific performance and injunctive and other forms availability of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtremedies generally. (b) The Board of Directors of each of the Company and Acquisition Sub has duly and validly approved, and taken all corporate actions required to be taken by each Board for the consummation of, the Transactions, including but not limited to all actions required to satisfy the provisions of Section 203(a)(1) of the DGCL regarding business combinations with "interested stockholders."

Authority Relative. to this Agreement; Consents ---------------------------------------------- and -------------------------------------------------- Approvals. ---------------------- (a) Each of the The Company and Acquisition Sub has all the necessary corporate power and authority to execute and deliver this Agreement and the Merger Agreement and to consummate the Transactions in accordance transactions contemplated hereby. The execution and delivery of this Agreement and the Merger Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of the Company (the "Company Board") and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Merger Agreement or to consummate the transactions contemplated hereby or thereby (other than, with respect to the terms hereof (subject to obtaining Merger, the necessary approval and adoption of this Agreement and the Merger Agreement by the stockholders holders of a majority of the Company. The execution, delivery and performance then outstanding shares of this Agreement by each of the Company and Acquisition Sub and the consummation by them of the Transactions have been duly and validly authorized by their respective Boards and, except for obtaining the approval of the Company's stockholders as contemplated by Section 4.10 hereof, no other corporate action or corporate proceedings on the part of the Company or Acquisition Sub are necessary to authorize the execution and delivery by the Company or Acquisition Sub of this Agreement and the consummation by them of the TransactionsCommon Stock). This Agreement has been duly and validly executed and delivered by each of the Company and Acquisition Sub and, assuming due and valid authorization, execution and delivery by Purchaser, constitutes a valid, legal and binding agreement of the Company, enforceable against the Company and Acquisition Sub in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive 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. (b) The Company Board of Directors of each of the Company has unanimously and Acquisition Sub has duly and validly approved, and taken all corporate actions required to be taken by each the Company Board for the consummation of, the Transactionstransactions, including but not limited the Merger, contemplated hereby and by the Merger Agreement and resolved to all actions required to satisfy recommend that the provisions of Section 203(a)(1) shareholders of the DGCL regarding business combinations Company approve and adopt this Agreement and the Merger Agreement; provided, however, that such approval and recommendation may be withdrawn, modified or amended in the event that the Company Board by majority vote determines in its good faith judgment, after consultation with "interested stockholdersindependent legal counsel, that it is necessary to do so in order to comply with its fiduciary duties to shareholders under applicable law. No state takeover statute or similar statute or regulation applies or purports to apply to the Merger, this Agreement or any of the transactions contemplated hereby."

Authority Relative. to this This Agreement; Consents and -------------------------------------------------- Approvals. --------- (a) Each of Parent and the Company and Acquisition Merger Sub has all the necessary requisite corporate power and authority to execute and deliver enter into this Agreement and to consummate carry out its obligations hereunder. The execution and delivery of this Agreement by Parent and the Transactions Merger Sub and the consummation by Parent and the Merger Sub of the transactions contemplated hereby have been duly authorized by Parent and by the Board of Directors and sole shareholder of the Merger Sub, and no other corporate proceedings on the part of Parent or the Merger Sub are necessary to authorize this Agreement and such transactions. This Agreement has been duly executed and delivered by Parent and the Merger Sub and constitutes a valid and binding obligation of each, enforceable in accordance with its terms. Neither Parent nor the terms hereof Merger Sub is subject to, or obligated under, any provision of (a) their respective Certificates of Incorporation or Bylaws, (b) any agreement, arrangement or understanding, (c) any license, franchise or permit or (d) subject to obtaining compliance with the necessary approval and adoption statutes referred to in the next sentence, any law, regulation, order, judgment or decree, which would be breached, or violated, or in respect of this Agreement and the Merger which a right of termination or acceleration or any encumbrance on any of its or any of its subsidiaries' assets would be created, by the stockholders of the Company. The its execution, delivery and performance of this Agreement by each of the Company and Acquisition Sub and the consummation by them it of the Transactions transactions contemplated hereby, other than any such breaches or violations which will not, individually or in the aggregate, have been duly a material adverse effect on the business, operations or financial condition of Parent and validly authorized by their respective Boards andits subsidiaries, except for obtaining taken as a whole. Other than authorizations, consents and approvals of or filings or registrations with the approval of Delaware General Corporation Law ("Delaware Law"), the Company's stockholders as contemplated by Section 4.10 hereofSEC and other applicable federal and state governmental authorities, no other corporate action authorization, consent or corporate proceedings approval of, or filing with, any public body, court or authority is necessary on the part of Parent or the Company or Acquisition Merger Sub are necessary to authorize the execution and delivery by the Company or Acquisition Sub of this Agreement and for the consummation by them Parent and the Merger Sub of the Transactions. This Agreement has been duly and validly executed and delivered transactions contemplated by each of the Company and Acquisition Sub and, assuming due and valid authorization, execution and delivery by Purchaser, constitutes a valid, legal and binding agreement of the Company, enforceable against the Company and Acquisition Sub in accordance with its termsthis Agreement, except that (i) for such enforcement may be subject authorizations, consents, approvals and filings as to applicable bankruptcywhich the failure to obtain or make would not, insolvency individually or other similar lawsin the aggregate, now have a material adverse effect on the business, operations or hereafter in effectfinancial condition of Parent and its subsidiaries, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive 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 broughttaken as a whole. (b) The Board of Directors of each of the Company and Acquisition Sub has duly and validly approved, and taken all corporate actions required to be taken by each Board for the consummation of, the Transactions, including but not limited to all actions required to satisfy the provisions of Section 203(a)(1) of the DGCL regarding business combinations with "interested stockholders."