Common use of Authority; Required Filings and Consents Clause in Contracts

Authority; Required Filings and Consents. (a) Seller and each Founder have all requisite power and authority to enter into this Agreement and the Transaction Documents (as defined below) and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and all ancillary agreements referenced herein and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of Seller, its managers (or persons serving in a governing capacity or capacity similar to a corporation's board of directors) (the "Managers") and its members (or other owners of equity interests in Seller) ("Members"). This Agreement, the Securityholders Agreement in substantially the form attached hereto as Exhibit A (the "Securityholders Agreement"), the Vesting Agreement in substantially the form attached hereto as Exhibit D (the "Vesting Agreement") the Option Agreements in substantially the form of Exhibit E (the "Option Agreements") and all ancillary agreements executed and delivered by Seller and the Founders as required by this Agreement (collectively, the "Transaction Documents") have been or will be duly executed and delivered by Seller and/or the Founders, as applicable, and constitute or will constitute the valid and binding obligations of Seller and/or the Founders, as applicable, enforceable against Seller and/or the Founders, as applicable, in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally, and general principles of equity. The Managers of Seller have unanimously (i) approved this Agreement and the sale of the Assets, (ii) determined that in its opinion the sale of the Assets is in the best interests of the Members of Seller and is on terms that are fair to such Members and (iii) recommended that the Members of Seller approve this Agreement.

Authority; Required Filings and Consents. (a) Seller Target and each Founder have all requisite power and authority to enter into this Agreement and the Transaction Documents (as defined below) and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and all ancillary agreements referenced herein and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of SellerTarget, its managers (or persons serving in a governing capacity or capacity similar to a corporation's board of directors) (the "Managers") directors and its members (or other owners of equity interests in Seller) ("Members")stockholders. This Agreement, the Securityholders Stockholders Agreement in substantially the form attached hereto as Exhibit A (the "Securityholders Stockholders Agreement"), the Vesting Agreement in substantially the form attached hereto as Exhibit D (the "Vesting Agreement") the Option Agreements in substantially the form Certificate of Exhibit E (the "Option Agreements") Merger and all ancillary agreements executed and delivered by Seller Target and the Founders as required by this Agreement (collectively, the "Transaction Documents") have been or will be duly executed and delivered by Seller Target and/or the Founders, as applicable, and constitute or will constitute the valid and binding obligations of Seller Target and/or the Founders, as applicable, enforceable against Seller Target and/or the Founders, as applicable, in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally, and general principles of equity. The Managers Board of Seller have Directors of Target has unanimously (i) approved this Agreement and the sale of the AssetsMerger, (ii) determined that in its opinion the sale of the Assets Merger is in the best interests of the Members stockholders of Seller Target and is on terms that are fair to such Members stockholders and (iii) recommended that the Members stockholders of Seller Target approve this Agreement, the Certificate of Merger and the Merger. The stockholders of Target have also approved this Agreement, the Certificate of Merger and the Merger. No approval of the Board of Directors or stockholders of Target Sub are required under applicable law.

Authority; Required Filings and Consents. (a) Seller Involve and each Founder have all requisite power and authority to enter into this Agreement and the Transaction Documents (as defined below) and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and all ancillary agreements referenced herein and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of SellerInvolve, its managers (or persons serving in a governing capacity or capacity similar to a corporation's board of directors) (the "Managers") directors and its members (or other owners of equity interests in Seller) ("Members")stockholders. This Agreement, the Securityholders Stockholders Agreement in substantially the form attached hereto as Exhibit A (the "Securityholders Stockholders Agreement"), the Vesting Agreement in substantially the form attached hereto as Exhibit D (the "Vesting Agreement") ), the Option Agreements in substantially the form Certificate of Exhibit E (the "Option Agreements") Merger and all ancillary agreements executed and delivered by Seller Involve and the Founders as required by this Agreement (collectively, the "Transaction Documents") have been or will be duly executed and delivered by Seller Involve and/or the Founders, as applicable, and constitute or will constitute the valid and binding obligations of Seller Involve and/or the Founders, as applicable, enforceable against Seller Involve and/or the Founders, as applicable, in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally, and general principles of equity. The Managers Board of Seller have Directors of Involve has unanimously (i) approved this Agreement and the sale of the AssetsMerger, (ii) determined that in its opinion the sale of the Assets Merger is in the best interests of the Members stockholders of Seller Involve and is on terms that are fair to such Members stockholders and (iii) recommended that the Members stockholders of Seller Involve approve this Agreement, the Certificate of Merger and the Merger.