Common use of Authority Relative Clause in Contracts

Authority Relative. to this Agreement The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the 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 Law, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company 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. At a meeting duly called and held on May 13, 2001, the Board unanimously approved this Agreement and the Transactions, 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.

Authority Relative. to this Agreement and the Stock Option Agreement. The Company has all necessary full corporate power and authority to execute enter into this Agreement and deliver 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 Transactionstransactions contemplated hereby and thereby. The execution execution, delivery and delivery performance of this Agreement and the Stock Option Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized approved by all necessary corporate action, 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 or to consummate and the Transactions (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 approval and adoption of this Agreement by the holders of a majority of the then-outstanding Shares, Company Stockholders' Approval if and to the extent required by applicable Law, and the filing and recordation of appropriate merger documents as required by the DGCL)law. This Agreement has and the Stock Option Agreement have been duly and validly executed and delivered by the Company and, assuming subject (in the due authorizationcase of this Agreement) to the obtaining of the Company Stockholders' Approval, execution if and delivery to the extent required by Parent and Merger Subapplicable law, constitutes a constitute legal, valid and binding obligation obligations of the Company, Company enforceable against the Company in accordance with its their terms, except that (i) such enforcement as enforceability may be subject to applicable limited by bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, laws affecting the enforcement of creditors' rights generally and by general equitable principles (ii) the remedy regardless 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 whether such enforceability is considered in a 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 approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Transactionsequity or at law).