Common use of Authority Relative Clause in Contracts

Authority Relative. to this Agreement and the Stock Option Agreement. The Company has full corporate power and authority to enter into this Agreement and the Stock Option Agreement and, subject (in the case of this Agreement) to obtaining the Company Stockholders' Approval (as defined in Section 7.02(a)), if and to the extent required by applicable law, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Stock Option Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of the Company; the Board of Directors of the Company has unanimously recommended adoption of this Agreement by the stockholders of the Company and directed that this Agreement be submitted to the stockholders of the Company for their consideration; and no other corporate proceedings on the part of the Company or its stockholders are necessary to authorize the execution, delivery and performance of this Agreement and the Stock Option Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, other than, with respect to the Merger, obtaining the Company Stockholders' Approval if and to the extent required by applicable law. This Agreement and the Stock Option Agreement have been duly and validly executed and delivered by the Company and, subject (in the case of this Agreement) to the obtaining of the Company Stockholders' Approval, if and to the extent required by applicable law, constitute legal, valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authority Relative. to this Agreement and the Stock Option Agreement. The Company has full all necessary corporate power and authority to enter into this Agreement execute and the Stock Option Agreement and, subject (in the case of deliver this Agreement) to obtaining the Company Stockholders' Approval (as defined in Section 7.02(a)), if and to the extent required by applicable law, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution, execution and delivery and performance of this Agreement and the Stock Option Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby Transactions have been duly and validly approved authorized by the Board of Directors of the Company; the Board of Directors of the Company has unanimously recommended adoption of this Agreement by the stockholders of the Company and directed that this Agreement be submitted to the stockholders of the Company for their consideration; all necessary corporate action, and no other corporate proceedings on the part of the Company or its stockholders are necessary to authorize the execution, delivery and performance of this Agreement and or to consummate the Stock Option Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, Transactions (other than, with respect to the Merger, obtaining the Company Stockholders' Approval approval and adoption of this Agreement by the holders of a majority of the then-outstanding Shares, if and to the extent required by applicable lawLaw, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement and the Stock Option Agreement have has been duly and validly executed and delivered by the Company and, subject (in assuming the case of this Agreement) to the obtaining of the Company Stockholders' Approvaldue authorization, if execution and to the extent required delivery by applicable lawParent and Merger Sub, constitute constitutes a legal, valid and binding obligations obligation of the Company Company, enforceable against the Company in accordance with their its terms, except as enforceability that (i) such enforcement may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws laws, now or hereafter in effect, affecting the enforcement of creditors' rights generally and by general (ii) the remedy of specific performance and injunctive and other forms of equitable principles (regardless relief may be subject to equitable defenses and to the discretion of whether the court before which any proceeding therefor may be brought. At a meeting duly called and held on May 13, 2001, the Board unanimously approved this Agreement and the Transactions, and such enforceability is considered approvals are sufficient so that the restrictions on business combinations set forth in a proceeding in equity or at law)Section 203(a) of the DGCL shall not apply to the Transactions.