Authorization; Shareholder Approval. (a) Each FEMSA Party has the requisite corporate power and authority to execute, deliver and perform this Agreement (other than consummating the Closing, which is subject to obtaining the FEMSA Shareholder Approval). The execution, delivery and performance by FEMSA of this Agreement has been duly authorized by the board of directors of FEMSA, and no other corporate or similar action on the part of the FEMSA Parties is necessary to authorize the execution, delivery and performance by the FEMSA Parties of this Agreement or the consummation by the FEMSA Parties of the Closing and the transactions contemplated thereby (other than consummating the Closing, which is subject to obtaining the FEMSA Shareholder Approval).
(b) The affirmative vote of holders of a majority of the shares of FEMSA present at a meeting with a quorum of the majority of the issued and outstanding shares of FEMSA present is required to approve the transactions contemplated hereby and the Closing (such approval, the “FEMSA Shareholder Approval”). Other than the FEMSA Shareholder Approval, no other vote of the shareholders of FEMSA is required, including under Mexican Law or FEMSA’s by-laws (estatutos sociales), for FEMSA to consummate the Closing.
Authorization; Shareholder Approval. (a) The Company has all requisite corporate power, authority, and legal capacity to execute and deliver this Agreement and the Transaction Documents to which the Company is a party, to perform its obligations hereunder and thereunder, and to consummate the Transactions. The execution, delivery, and performance of this Agreement has been duly authorized and approved by all requisite action on the part of the Company other than the Company Shareholder Approval, including the approval of the board of directors of the Company, and each of the Transaction Documents to which the Company is a party and the consummation of the Transactions have been duly authorized and approved by all requisite action on the part of the Company other than the Company Shareholder Approval, including the approval of the board of directors of the Company. This Agreement has been, and each of the Transaction Documents to which the Company is a party shall be at or before the Closing, duly and validly executed and delivered by the Company and (assuming the due authorization, execution, and delivery by Parent and Merger Sub) this Agreement constitutes, and each of the Transaction Documents to which the Company is a party when so executed and delivered shall constitute, legal, valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except as such enforcement may be limited by the effect of (i) any applicable bankruptcy, insolvency, moratorium, or other similar laws affecting or relating to the enforcement of creditors’ rights generally, and (ii) general equitable principles, regardless of whether such enforceability is considered in a proceeding at law or in equity.
(b) The affirmative vote of the Shareholders is the only vote of the holders of the Company’s Capital Stock necessary to approve and consummate the Merger, adopting this Agreement and approve and consummate the other Transactions (the “Company Shareholder Approval”). The Company’s board of directors has unanimously (i) determined that this Agreement and the Transactions, including the Merger, are advisable and in the best interests of the Company and its Shareholders, (ii) approved and adopted this Agreement and the Transactions, including the Merger, and (iii) subject to the other terms and conditions of this Agreement, recommended the Merger and approval and adoption of this Agreement and each of the Transactions by the Company’s Shareholders, and, as of the da...
