Common use of Authorization; Validity of Agreement; Company Action Clause in Contracts

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by the Company Board and, except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof by Parent and the Purchaser, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms except as may be limited by (a) bankruptcy, insolvency, reorganization or other laws now or hereafter in effect relating to creditors' rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote of the holders of a majority of the outstanding Shares, voting together as a single class, are the only votes of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated hereby.

Authorization; Validity of Agreement; Company Action. (a) The Company has full all necessary corporate power and authority to execute and deliver this Agreement and the agreements and other documents to be entered into by it hereunder, to perform its obligations hereunder and thereunder and, subject to obtaining the Company Shareholder Approval in the manner required by the Interim Order and approval of the Court, to consummate the transactions contemplated herebyhereunder and thereunder. The execution, delivery and performance by the Company of this Agreement, Agreement and the agreements and other documents to be entered into by it hereunder and the consummation by it the Company of the transactions contemplated herebyhereunder (including the Arrangement) and thereunder, have been duly and validly authorized by the Company Board andBoard, except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, and no other corporate action proceeding on the part of the Company is necessary to authorize in connection therewith, other than obtaining the execution and delivery approval by the Company Board of this Agreement the Company Circular and the consummation Company Shareholder Approval in the manner required by it of the transactions contemplated herebyInterim Order and approval by the Court. This Agreement has been duly and validly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof of this Agreement by Parent the Purchaser and the PurchaserParent, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as the enforcement thereof may be limited by (a) bankruptcy, insolvency, reorganization or insolvency and other laws now or hereafter in effect relating to applicable Laws affecting the enforcement of creditors' ’ rights generally and (b) general principles of equity (regardless of whether enforceability is considered subject to the qualification that equitable remedies may be granted only in a proceeding at law or in equity). The affirmative vote of the holders discretion of a majority court of the outstanding Shares, voting together as a single class, are the only votes of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated herebycompetent jurisdiction.

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by the Company Board and, except for obtaining the approval of its stockholders as contemplated by Section 1.8 1.7 hereof, no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 1.7 hereof, and assuming due and valid authorization, execution and delivery hereof by Parent and the Purchaser, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms except as may be limited by (a) bankruptcy, insolvency, reorganization or other laws now or hereafter in effect relating to creditors' rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote of the holders of a majority 66 2/3% of the outstanding Shares, voting together as a single class, are the only votes of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated hereby.

Authorization; Validity of Agreement; Company Action. (a) The Company has full all necessary corporate power and authority to execute and deliver this Agreement and the agreements and other documents to be entered into by it hereunder, to perform its obligations hereunder and thereunder and, subject to obtaining the Company Shareholder Approval in the manner required by the Interim Order and approval of the Court, to consummate the transactions contemplated herebyhereunder and thereunder. The execution, delivery and performance by the Company of this Agreement, the Arrangement and the agreements and other documents to be entered into by it hereunder and the consummation by it the Company of the transactions contemplated herebyhereunder and thereunder, have been duly and validly authorized by the Company Board andBoard, except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, and no other corporate action proceeding on the part of the Company is necessary to authorize in connection therewith, other than obtaining the execution and delivery approval by the Company Board of this Agreement the Company Circular and the consummation Company Shareholder Approval in the manner required by it of the transactions contemplated herebyInterim Order and Law and approval by the Court. This Agreement has been duly and validly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof of this Agreement by Parent the Purchaser and the PurchaserAcquireco, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as the enforcement thereof may be limited by (a) bankruptcy, insolvency, reorganization or insolvency and other laws now or hereafter in effect relating to applicable Laws affecting the enforcement of creditors' ’ rights generally and (b) general principles of equity (regardless of whether enforceability is considered subject to the qualification that equitable remedies may be granted only in a proceeding at law or in equity). The affirmative vote of the holders discretion of a majority court of the outstanding Shares, voting together as a single class, are the only votes of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated herebycompetent jurisdiction.

Authorization; Validity of Agreement; Company Action. (a) The Company has full all necessary corporate power and authority to execute and deliver this Agreement and the agreements and other documents to be entered into by it hereunder, and, subject to obtaining the Company Shareholder Approval in the manner required by the Interim Order and approval of the Court, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereunder and thereunder. The execution, delivery and performance by the Company of this Agreement, the Arrangement and the agreements and other documents to be entered into by it hereunder and the consummation by it the Company of the transactions contemplated herebyhereunder and thereunder, have been duly and validly authorized by the Company Board andBoard, except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, and no other corporate action proceeding on the part of the Company is necessary to authorize in connection therewith, other than obtaining the execution and delivery approval by the Company Board of this Agreement the Company Circular and the consummation Company Shareholder Approval in the manner required by it of the transactions contemplated herebyInterim Order and Law and approval by the Court. This Agreement has been duly and validly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof of this Agreement by Parent the Purchaser and the PurchaserAcquireco, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as the enforcement thereof may be limited by (a) bankruptcy, insolvency, reorganization or insolvency and other laws now or hereafter in effect relating to applicable Laws affecting the enforcement of creditors' ’ rights generally and (b) general principles of equity (regardless of whether enforceability is considered subject to the qualification that equitable remedies may be granted only in a proceeding at law or in equity). The affirmative vote of the holders discretion of a majority court of the outstanding Shares, voting together as a single class, are the only votes of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated hereby.competent jurisdiction.‌