Common use of Authorization of Merger Clause in Contracts

Authorization of Merger. (a) As of the Mailing Date, all action necessary to authorize the execution, delivery and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated hereby and thereby shall have been duly and validly taken by the Board of Directors and the Parent shall have received copies of all resolutions evidencing same certified by the Secretary of the Company. The Company shall have full power and right to effect the Merger on the terms provided herein. (b) As of the Mailing Date, all action necessary to authorize the execution, delivery and performance of the Transaction Documents by each Principal Shareholder, with respect to himself/itself, and the consummation of the transactions contemplated hereby and thereby shall have been duly and validly taken by each of the Principal Shareholders, with respect to himself/itself, and the Parent shall have received copies of all resolutions evidencing same certified by the Secretary of the Company. The Principal Shareholders shall have full power and right to effect the Merger on the terms provided herein. (c) As of the Effective Time, all action necessary to authorize the execution, delivery and performance of the Transaction Documents by the Shareholders and the consummation of the transactions contemplated hereby and thereby shall have been duly and validly taken by the Shareholders, and the Parent shall have received copies of all resolutions evidencing same certified by the Secretary of the Company. The Shareholders of the Company shall have full power and right to effect the Merger on the terms provided herein.

Authorization of Merger. (a) As of the Mailing Closing Date, all action necessary to authorize the execution, delivery and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated hereby and thereby shall have been duly and validly taken by the Board of Directors and the Parent shall have received copies of all resolutions evidencing same certified by the Secretary Clerk of the Company. The Company shall have full power and right to effect the Merger on the terms provided herein. (b) As of the Mailing Closing Date, all action necessary to authorize the execution, delivery and performance of the Transaction Documents by each Principal ShareholderKey Stockholder, with respect to himself/itself, and the consummation of the transactions contemplated hereby and thereby shall have been duly and validly taken by each of the Principal ShareholdersKey Stockholders, with respect to himself/itself, and the Parent shall have received copies of all resolutions evidencing same certified by the Secretary of the Company. The Principal Shareholders Key Stockholders shall have full power and right to effect the Merger on the terms provided herein. (c) As of the Effective Time, all action necessary to authorize the execution, delivery and performance of the Transaction Documents by the Shareholders Stockholders and the consummation of the transactions contemplated hereby and thereby shall have been duly and validly taken by the ShareholdersStockholders, and the Parent shall have received copies of all resolutions evidencing same certified by the Secretary Clerk of the Company. The Shareholders of the Company Stockholders shall have full power and right to effect the Merger on the terms provided herein.