Common use of Authorization of Transactions Clause in Contracts

Authorization of Transactions. The Company has full corporate power and authority to execute and deliver this Agreement and the other Transaction Documents to which the Company is a party and to consummate the transactions contemplated hereby and thereby. The board of directors of the Company has duly approved this Agreement and all other Transaction Documents to which the Company is a party and has duly authorized the execution and delivery of this Agreement and all other Transaction Documents to which the Company is a party and the consummation of the transactions contemplated hereby and thereby. No other corporate proceedings on the part of the Company are necessary to approve and authorize the execution and delivery of this Agreement or the other Transaction Documents to which the Company is a party and the consummation of the transactions contemplated hereby and thereby. The Stockholder Approval has been duly obtained and is the only vote, approval or other corporate action of the holders of the Company's securities necessary to approve this Agreement, the other Transaction Documents to which the Company is a party and the transactions contemplated hereby and thereby. This Agreement and all other Transaction Documents to which the Company is a party have been duly executed and delivered by the Company and constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their terms, except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors' rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Authorization of Transactions. The Company has full corporate power and authority to execute and deliver this Agreement and the other Transaction Documents to which the Company is a party and to consummate the transactions contemplated hereby and thereby. The board of directors of the Company has duly approved this Agreement and all other Transaction Documents to which the Company is a party and has duly authorized the execution and delivery of this Agreement and all other Transaction Documents to which the Company is a party and the consummation of the transactions contemplated hereby and thereby. No other corporate proceedings on the part of the Company are necessary to approve and authorize the execution and delivery of this Agreement or the other Transaction Documents to which the Company is a party and the consummation of the transactions contemplated hereby and thereby. The Stockholder Approval has been duly obtained and is the only vote, approval or other corporate action of the holders of the Company's ’s securities necessary to approve this Agreement, the other Transaction Documents to which the Company is a party and the transactions contemplated hereby and thereby. This Agreement and all other Transaction Documents to which the Company is a party have been duly executed and delivered by the Company and constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their terms, except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors' ’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Authorization of Transactions. The Company has full corporate power and authority to execute and deliver this Agreement and each of the other Transaction Documents Ancillary Agreements to which the Company it is a party and to consummate the transactions contemplated hereby hereunder and therebythereunder and to perform its obligations hereunder and thereunder. The board of directors of the Company Company, by resolutions duly adopted (and not thereafter modified or rescinded) by the unanimous vote of such board of directors, has duly approved (i) declared that this Agreement Agreement, the Ancillary Documents and all other Transaction Documents to which the Company is a party and has duly authorized the execution and delivery of this Agreement and all other Transaction Documents to which the Company is a party and the consummation of the transactions contemplated hereby and thereby, including the Transaction, upon the terms and subject to the conditions set forth herein, advisable and in the best interests of the Company, Parent and the Seller, respectively, and (ii) approved this Agreement and the Ancillary Documents in accordance with applicable Law. No other corporate proceedings on the part of the Company are necessary to approve and authorize the execution and delivery of this Agreement or the other Transaction Documents Ancillary Agreements to which the Company is a party and the consummation of the transactions contemplated hereby and thereby. The Stockholder Approval This Agreement has been duly obtained been, and is upon their execution the only vote, approval or other corporate action of the holders of the Company's securities necessary to approve this Agreement, the other Transaction Documents Ancillary Agreements to which the Company is a party and the transactions contemplated hereby and thereby. This Agreement and all other Transaction Documents to which the Company is a party shall have been been, duly executed and delivered by the Company Company, and constitute assuming the due execution and delivery of such documents by the other parties hereto and thereto, this Agreement constitutes, and upon their execution the Ancillary Agreements shall constitute, valid and binding agreements obligations of the Company, enforceable against the Company in accordance with their respective terms, except as enforceability may be limited by bankruptcy lawsLaws, other similar laws Laws affecting creditors' ’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Authorization of Transactions. The Company Each Seller has full all requisite corporate power and authority to execute and deliver this Agreement and the other Transaction Documents to which the Company it is a party and to consummate the transactions contemplated hereby and therebythereby and to carry out its obligations hereunder and thereunder. The board of directors of each Seller (i) has made assessments of the Company value of the Acquired Business and has taken other actions as to satisfy the fiduciary duties that must be satisfied by it in order to enable such Seller to enter into this Agreement and to render this Agreement binding upon such Seller in accordance with its terms and (ii) has duly approved this Agreement and all other the Transaction Documents to which the Company such Seller is a party and has duly authorized the execution and delivery of this Agreement and all other the Transaction Documents to which the Company it is a party and the consummation of the transactions contemplated hereby and thereby. No other corporate proceedings on the part of the Company are any Seller is necessary to approve and authorize the execution and delivery of this Agreement or the other Transaction Documents to which the Company is a party and the consummation of the transactions contemplated hereby and thereby. The Stockholder Approval has been duly obtained and is the only vote, approval or other corporate action of the holders of the Company's securities necessary to approve this Agreement, the other All Transaction Documents to which the Company is a party and the transactions contemplated hereby and thereby. This Agreement and all other Transaction Documents to which the Company any Seller is a party have been duly executed and delivered by the Company such Seller and constitute the valid and binding agreements of the Companysuch Seller, enforceable against the Company such Seller in accordance with their terms, except as enforceability may be limited by bankruptcy lawsapplicable bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application affecting enforcement of creditors' rights rights, and as limited by general principles of equity affecting that restrict the availability of specific performance and other equitable remedies.

Authorization of Transactions. The Company has full corporate power and authority to execute and deliver this Agreement and the all other Transaction Documents to which the Company it is a party party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby herein and therebytherein. The board of directors of Except for obtaining approval as required under the HSR Act, (i) the Company has duly approved this Agreement full power and authority to execute and deliver all other Transaction Documents to which the Company is or will be a party and has duly authorized to perform its obligations hereunder and thereunder and (ii) no other proceeding or action on the part of the Company is necessary to approve and authorize the Company’s execution and delivery of any other Transaction Document to which the Company is or will be a party or the performance of the Company’s obligations hereunder or thereunder. Simultaneously with the execution and delivery of this Agreement and all other Transaction Documents to which Agreement, the Company is a party and the consummation of the transactions contemplated hereby and thereby. No other corporate proceedings on the part of the Company are necessary to approve and authorize the execution and delivery has obtained approval of this Agreement or the other Transaction Documents to which the Company is a party and the consummation of the transactions contemplated hereby and thereby. The Stockholder Approval has been duly obtained and is the only vote, approval or other corporate action of the holders of the Company's securities necessary to approve this Agreement, the other Transaction Documents to which the Company is a party and the transactions contemplated hereby pursuant to the Shareholder Consent, and therebyno additional authorization, approval, ratification or other action is required by the Shareholders in order to complete the transactions contemplated by this Agreement. This Agreement and all other Transaction Documents to which the Company is or will be a party have been been, or will be at Closing, duly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof and thereof by the parties thereto other than the Company, constitute or, upon execution and delivery, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their terms, except as enforceability hereof or thereof may be limited by bankruptcy lawsbankruptcy, insolvency or other similar laws affecting creditors' ’ rights generally and general principles of equity affecting limitations on the availability of specific performance and other equitable remedies.

Authorization of Transactions. The Company has full all requisite corporate power and authority to execute and deliver this Agreement and each of the other Transaction Documents Ancillary Agreements to which the Company it is a party and to consummate the transactions contemplated hereby hereunder and therebythereunder and to perform its obligations hereunder and thereunder. The board of directors of the Company has duly approved this Agreement and all other Transaction Documents Ancillary Agreements to which the Company is a party and has duly authorized the execution and delivery of this Agreement and all other Transaction Documents Ancillary Agreements to which the Company is a party and the consummation of the transactions contemplated hereby and thereby. No With the exception of the Requisite Stockholder Approval, no other corporate proceedings on the part of the Company are necessary to approve and authorize the execution and delivery of this Agreement or the other Transaction Documents Ancillary Agreements to which the Company is a party and the consummation of the transactions contemplated hereby and thereby. The Stockholder Approval This Agreement has been duly obtained been, and is upon their execution the only vote, approval or other corporate action of the holders of the Company's securities necessary to approve this Agreement, the other Transaction Documents Ancillary Agreements to which the Company is a party and the transactions contemplated hereby and thereby. This Agreement and all other Transaction Documents to which the Company is a party shall have been been, duly executed and delivered by the Company Company, and constitute this Agreement constitutes, and upon their execution the Ancillary Agreements shall constitute, valid and binding agreements obligations of the Company, enforceable against the Company in accordance with their respective terms, except as enforceability may be limited by bankruptcy lawssubject to bankruptcy, other insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' ’ rights and to general principles of equity affecting the availability of specific performance and other equitable remediesequity.

Authorization of Transactions. The Company has full corporate power and authority to execute and deliver this Agreement and the all other Transaction Documents agreements contemplated hereby to which the Company is a party and to consummate the transactions contemplated hereby and thereby. The board of directors of the Company Seller has duly approved this Agreement and all other Transaction Documents agreements contemplated hereby to which the Company is a party and has duly authorized the execution and delivery of this Agreement and all other Transaction Documents to which the Company is a party and the consummation of the transactions contemplated hereby and thereby. No other corporate proceedings on the part of the Company are necessary to approve and authorize the execution and delivery of this Agreement or the and all other Transaction Documents agreements contemplated hereby to which the Company is a party and the consummation of the transactions contemplated hereby and thereby. The Stockholder Approval has been duly obtained and is the only vote, approval or other corporate action of the holders of the Company's securities necessary to approve this Agreement, the other Transaction Documents to which the Company is a party and the transactions contemplated hereby and thereby. This Agreement and all other Transaction Documents agreements contemplated hereby to which the Company is a party have been duly executed and delivered by the Company and constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their terms, except as enforceability hereof or thereof may be limited by bankruptcy laws, or other similar laws affecting creditors' creditor's rights generally and general principles of equity affecting limitations on the availability of specific performance and other equitable remedies.

Authorization of Transactions. The Company has full corporate power and authority to execute and deliver this Agreement and the all other Transaction Documents agreements contemplated hereby to which the Company it is a party and to consummate the transactions contemplated hereby and thereby. The board of directors of the Company has duly approved this Agreement and all other Transaction Documents agreements contemplated hereby to which the Company is a party and has duly authorized the execution and delivery of this Agreement and all other Transaction Documents to which the Company is a party and the consummation of the transactions contemplated hereby and thereby. No other corporate or organizational proceedings on the part of the Company are necessary to approve and authorize the execution and delivery of this Agreement or the and all other Transaction Documents agreements contemplated hereby to which the Company it is a party and the consummation of the transactions contemplated hereby and thereby. The Stockholder Approval has been duly obtained and is the only vote, approval or other corporate action of the holders of the Company's securities necessary to approve this Agreement, the other Transaction Documents to which the Company is a party and the transactions contemplated hereby and thereby. This Agreement and all other Transaction Documents agreements contemplated hereby to which the Company is a party have been duly executed and delivered by the Company and constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their terms, except as enforceability hereof or thereof may be limited by bankruptcy lawsbankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' ’ rights generally and general principles of equity affecting limitations on the availability of specific performance and other equitable remedies.

Authorization of Transactions. The Except for any filings and approvals contemplated by Section 7.1(a), (i) the Company has full all necessary corporate right, power and authority to execute and deliver this Agreement and the other Transaction Documents to which the Company is a party and to consummate the transactions contemplated hereby and thereby. The board of directors of the Company has duly approved this Agreement and all other Transaction Documents to which the Company is or will be a party and has duly authorized to perform its obligations hereunder and thereunder and (ii) the execution execution, delivery and delivery performance by the Company of this Agreement and all other Transaction Documents to which the Company is or will be a party and the consummation of the transactions contemplated hereby described in this Agreement have been duly authorized by the Company’s board of directors and thereby. No no other corporate proceedings proceeding or action on the part of the Company are is necessary to approve and authorize the Company’s execution and delivery of this Agreement or the and any other Transaction Documents Document to which the Company is or will be a party and or the consummation of the transactions contemplated hereby and thereby. The Stockholder Approval has been duly obtained and is the only vote, approval or other corporate action of the holders performance of the Company's securities necessary to approve this Agreement, the other Transaction Documents to which the Company is a party and the transactions contemplated hereby and thereby’s obligations hereunder or thereunder. This Agreement and all other Transaction Documents to which the Company is or will be a party have been been, or will be at Closing, duly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof and thereof by the parties thereto other than the Company, constitute or, upon execution and delivery, will constitute the legal, valid and binding agreements of the Company, enforceable against the Company in accordance with their terms, except as enforceability hereof or thereof may be limited by bankruptcy lawsbankruptcy, insolvency or other similar laws Laws affecting creditors' ’ rights generally and general principles of equity affecting limitations on the availability of specific performance and other equitable remedies.

Authorization of Transactions. The Company Seller has full corporate power and authority to execute and deliver this Agreement and each of the other Transaction Documents to which the Company it is a party and to consummate the transactions contemplated hereby by this Agreement and therebythe other Transaction Documents. The board boards of directors of the Company has Seller and Media Sub (or other applicable body of Media Sub) have each duly approved this Agreement and all other Transaction Documents to which the Company Seller or Media Sub, as applicable, is a party and the board of directors of the Seller has duly authorized the execution and delivery of this Agreement and all other Transaction Documents to which the Company it is a party and the consummation of the transactions contemplated hereby by this Agreement and therebythe other Transaction Documents. No other corporate proceedings on the part of the Company Seller or Media Sub are necessary to approve and authorize the execution and delivery of this Agreement or the other Transaction Documents to which the Company it is a party and the consummation of the transactions contemplated hereby by this Agreement and thereby. The Stockholder Approval has been duly obtained and is the only vote, approval or other corporate action of the holders of the Company's securities necessary to approve this Agreement, the other Transaction Documents to which the Company is a party and the transactions contemplated hereby and therebyDocuments. This Agreement and all other Transaction Documents to which the Company Seller is a party have been duly executed and delivered by the Company Seller and constitute the valid and binding agreements of the CompanySeller, enforceable against the Company Seller in accordance with their terms, except as enforceability may be limited by bankruptcy lawssubject to bankruptcy, other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' ’ rights and to general equity principles of equity affecting (the availability of specific performance “Bankruptcy and other equitable remediesEquity Exception”).

Authorization of Transactions. The Each of the Parent and the Company has ----------------------------- full corporate power and authority to execute and deliver enter into this Agreement and the other Transaction Documents to which the Company it is a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The board execution, delivery and performance of directors of the Company has duly approved this Agreement and all other the Transaction Documents to which the Company it is a party by each of the Parent and has duly authorized the execution and delivery of this Agreement and all other Transaction Documents to which the Company is a party and the consummation by the Parent and the Company of the transactions contemplated hereby and thereby. No thereby have been duly and validly approved by each of their respective board of directors and by the Parent, as sole shareholder of the Company, and no other corporate proceedings on the part of the Parent or the Company or their respective shareholders are necessary to approve and authorize the execution execution, delivery and delivery performance of this Agreement or and the other Transaction Documents to which the Company it is a party by each of Parent and the Company and the consummation of by the transactions contemplated hereby Parent and thereby. The Stockholder Approval has been duly obtained and is the only vote, approval or other corporate action of the holders of the Company's securities necessary to approve this Agreement, the other Transaction Documents to which the Company is a party and of the transactions contemplated hereby and thereby. This Agreement and all other the Transaction Documents to which the Company it is a party have been duly and validly executed and delivered by each of the Parent and the Company and constitute the legal, valid and binding agreements obligations of the Parent and the Company enforceable against the Parent or the Company, enforceable against as the Company case may be, in accordance with their respective terms, except as enforceability may be limited by bankruptcy lawssubject to the effect of applicable bankruptcy, insolvency and other similar laws affecting creditors' the enforcement of creditor's rights generally, and to general principles of equity affecting the availability of specific performance and other equitable remediesequity, whether applied in a proceeding at law or in equity.