Common use of Authorization and Approvals Clause in Contracts

Authorization and Approvals. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and any other agreements contemplated hereby or which are ancillary hereto and to consummate the transactions contemplated hereby and thereby. All corporate action on the part of the Company and its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement and any other agreements contemplated hereby or which are ancillary hereto, the performance of all obligations of the Company hereunder and the authorization, issuance and delivery of the Issued Shares, has been taken or will be taken prior to the Closing, and this Agreement, any other agreements contemplated hereby or which are ancillary hereto and any obligations contemplated herein constitute valid and legally binding obligations of the Company, enforceable in accordance with its terms subject only to laws affecting the rights and remedies of creditors. (b) Except for OCS approval, the Investment Center approval, and the notice to be provided to the Israeli Registrar of Companies with respect to the adoption of the Amended Articles, the amendment of the Company’s Memorandum of Association, the increase and change in the composition of its share capital and the allocation of the Issued Shares in accordance with this Agreement, no approvals, permits or consents of, or filing with any state or local governmental body, official authority, or any other third party is required under any applicable law or instrument in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

Authorization and Approvals. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and any other agreements contemplated hereby or which are ancillary hereto and to consummate the transactions contemplated hereby and thereby. All corporate action on the part of the Company and its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement and any other agreements contemplated hereby or which are ancillary hereto, the performance of all obligations of the Company hereunder and the authorization, issuance and delivery of the Issued Shares, has been taken or will be taken prior to the Closing, and this Agreement, any other agreements contemplated hereby or which are ancillary hereto and any obligations contemplated herein constitute valid and legally binding obligations of the Company, enforceable in accordance with its terms subject only to laws affecting the rights and remedies of creditors. (b) Except for OCS approval, the Investment Center approval, and the notice notices to be provided to the Israeli Registrar of Companies with respect to the adoption of the Amended Articles, the amendment of the Company’s Memorandum of Association, the increase and change in the composition and structure of its share capital for effecting the Recapitalization including the issuance of the Recap Ordinary Shares, the conversion of the Recap Ordinary Shares held by Participating Investors into Ordinary Preferred A Shares and Ordinary Preferred B Shares and the allocation of the Issued Shares in accordance with this Agreement, no approvals, permits or consents of, or filing with any state or local governmental body, official authority, or any other third party is required under any applicable law or instrument in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

Authorization and Approvals. (a) The Company Surviving Corporation has all requisite corporate power and corporate authority to execute and deliver enter into this Agreement and any to perform its obligations hereunder. This Agreement has been, or will be prior to the Closing Date, duly executed and delivered by the Surviving Corporation and constitutes the legal, valid and binding obligation of the Surviving Corporation, enforceable in accordance with its terms, except as may be limited by bankruptcy, reorganization, insolvency, moratorium or other agreements contemplated hereby laws relating to or which are ancillary hereto affecting the enforcement of creditors' rights and to consummate the transactions contemplated hereby remedies generally, and therebyexcept as enforcement may be limited by general principles of equity. All This Agreement has been duly and validly authorized by and approved by all requisite corporate action on the part of the Company Surviving Corporation's Board of Directors and its officersStockholders. To the knowledge of the Surviving Corporation, directors and shareholders necessary for the authorization, execution and delivery of this Agreement and any other agreements contemplated hereby or which are ancillary except as set forth in SCHEDULE 2.4 hereto, the performance of all obligations of the Company hereunder and the authorizationno further approvals or consents by, issuance and delivery of the Issued Shares, has been taken or will be taken prior to the Closing, and this Agreementfilings with, any federal, state, municipal, foreign or other agreements contemplated hereby court or which are ancillary hereto and any obligations contemplated herein constitute valid and legally binding obligations of the Company, enforceable in accordance with its terms subject only to laws affecting the rights and remedies of creditors. (b) Except for OCS approval, the Investment Center approval, and the notice to be provided to the Israeli Registrar of Companies with respect to the adoption of the Amended Articles, the amendment of the Company’s Memorandum of Association, the increase and change in the composition of its share capital and the allocation of the Issued Shares in accordance with this Agreement, no approvals, permits governmental or consents of, or filing with any state or local governmental administrative body, official authority, agency or any other third party is required under any applicable law or instrument in connection with the execution and delivery by the Surviving Corporation of this Agreement Agreement, or the consummation by the Surviving Corporation of the transactions contemplated hereby, except for filing the Certificate of Merger with the Delaware Secretary of State and except for those which, if not obtained, would not have a material adverse impact on the ability of the Surviving Corporation to perform its business as currently conducted or the ability of the Surviving Corporation to execute and deliver this Agreement or to consummate the transactions contemplated hereby.

Authorization and Approvals. (a) The Company Seller has all requisite power and authority to enter into this Agreement and to perform its obligations hereunder. Seller’s IP Affiliate has all requisite corporate power and authority to execute perform its obligations hereunder. This Agreement has been duly executed and deliver this delivered by the Seller and constitutes the legal, valid and binding obligation of Seller, enforceable in accordance with its terms, except as may be limited by bankruptcy, reorganization, insolvency, moratorium or other laws relating to or affecting the enforcement of creditors’ rights and remedies generally; and except as enforcement may be limited by general principles of equity. This Agreement has been, or will be prior to the Closing Date, duly and any other agreements contemplated hereby or which are ancillary hereto validly authorized by and to consummate the transactions contemplated hereby and thereby. All corporate approved by all requisite action on the part of the Company and its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement and any other agreements contemplated hereby or which are ancillary hereto, the performance of all obligations of the Company hereunder and the authorization, issuance and delivery of the Issued Shares, has been taken or will be taken prior to the ClosingSeller’s partners, and this Agreementas to Seller’s IP Affiliate, on the part of such company’s Board of Directors.. No further approvals or consents by, or filings with, any federal, state, municipal, foreign or other agreements contemplated hereby court or which are ancillary hereto and any obligations contemplated herein constitute valid and legally binding obligations of the Company, enforceable in accordance with its terms subject only to laws affecting the rights and remedies of creditors. (b) Except for OCS approval, the Investment Center approval, and the notice to be provided to the Israeli Registrar of Companies with respect to the adoption of the Amended Articles, the amendment of the Company’s Memorandum of Association, the increase and change in the composition of its share capital and the allocation of the Issued Shares in accordance with this Agreement, no approvals, permits governmental or consents of, or filing with any state or local governmental administrative body, official authority, agency or any other third party is required under any applicable law or instrument in connection with the execution and delivery by the Seller of this Agreement Agreement, or the consummation by the Seller or Seller’s IP Affiliate of the transactions contemplated hereby, except for those which, if not obtained, would not have a material adverse impact on the ability of the Seller to carry on the Acquired Business as currently conducted or the ability of the Seller to execute and deliver this Agreement or to consummate the transactions contemplated hereby.