Common use of AUTHORIZATION; NON-CONTRAVENTION; APPROVALS Clause in Contracts

AUTHORIZATION; NON-CONTRAVENTION; APPROVALS. (a) The Company has the requisite corporate power and authority to enter into this Agreement and the ancillary documents and agreements described herein and to effect the Merger. Each Stockholder has the full legal right, power and authority to enter into this Agreement. The execution, delivery and performance of this Agreement and the transactions contemplated hereby have been approved by the board of directors of the Company and by the Stockholders. No additional corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and the Stockholders, and, assuming the due authorization, execution and delivery hereof by U.S. Concrete and Newco, constitutes a valid and binding agreement of the Company and the Stockholders, enforceable against each of them in accordance with its terms, subject to general principles of equity and bankruptcy, insolvency and other similar laws relating to the enforcement of creditor's rights.

AUTHORIZATION; NON-CONTRAVENTION; APPROVALS. (a) The Company has the requisite corporate power and authority to enter into this Agreement and the ancillary documents and agreements described herein and to effect the Merger. Each Stockholder and Principal has the full legal right, power and authority to enter into this Agreement. The execution, delivery and performance of this Agreement and the transactions contemplated hereby have been approved by the board of directors of the Company and by the Stockholders. No additional corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement and the consummation Salinas MerPool Agmt.01 073097;1705 xxxxxxxxtion by the Company of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Company, the Stockholders and the StockholdersPrincipals, and, assuming the due authorization, execution and delivery hereof by U.S. Concrete PalEx and NewcoSonoma Pacific, constitutes a valid and binding agreement of the Company Company, the Stockholders and the StockholdersPrincipals, enforceable against each of them in accordance with its terms, subject to general principles of equity and (i) bankruptcy, insolvency and insolvency, reorganization, moratorium or other similar laws Laws affecting or relating to the enforcement of creditor's rightscreditors' rights generally and (ii) such principles of equity as may effect the availability of equitable remedies.

AUTHORIZATION; NON-CONTRAVENTION; APPROVALS. (a) The Company has the requisite corporate power and authority to enter into this Agreement and the ancillary documents and agreements described herein and to effect the Merger. Each Stockholder has the full legal right, power and authority to enter into this Agreement. The execution, delivery and performance of this Agreement and the transactions contemplated hereby have been approved by the board of directors of the Company and by each of the Stockholdersshareholders of Company. No additional corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and the Stockholders, and, assuming the due authorization, execution and delivery hereof by U.S. Concrete and Newco, constitutes a valid and binding agreement of the Company and the Stockholders, enforceable against each of them in accordance with its terms, subject to general principles of equity and bankruptcy, insolvency and other similar laws relating to the enforcement of creditor's rights.

AUTHORIZATION; NON-CONTRAVENTION; APPROVALS. (a) The Company has the requisite corporate power and authority to enter into this Agreement and the ancillary documents and agreements described herein and to effect the Mergertransactions contemplated by this Agreement. Each Stockholder has the full legal right, power and authority to enter into this Agreement. The execution, delivery and performance of this Agreement and the transactions contemplated hereby have been approved by the board of directors of the Company and by the Stockholders. No additional corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and the Stockholders, and, assuming the due authorization, execution and delivery hereof by U.S. Concrete and NewcoBuyer, constitutes a valid and binding agreement of the Company and the Stockholders, enforceable against each of them in accordance with its terms, subject to general principles of equity and bankruptcy, insolvency and other similar laws relating to the enforcement of creditor's rights.