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

Authorization; Validity of Agreement; Company Action. The Company has all necessary power and authority to execute and deliver this Agreement and the Plan of Merger, to perform its obligations hereunder and to consummate the Merger and the other Transactions. The execution, delivery and performance by the Company of this Agreement and the Plan of Merger, and the consummation of the Merger and the other Transactions, have been duly and validly authorized by the Company Board, and 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 Plan of Merger, and the consummation by it of the Transactions. This Agreement has been duly executed and delivered by the Company and (assuming due and valid authorization, execution and delivery hereof by Sohu Game and Parent) is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that the enforcement hereof may be limited by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar 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 in equity or at Law) ((a) and (b) collectively, the “Enforceability Exceptions”).

Authorization; Validity of Agreement; Company Action. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Plan of MergerAgreement, to perform its obligations hereunder and to consummate the Merger and the other Transactions. The execution, delivery and performance by the Company of this Agreement and the Plan of MergerAgreement, and the consummation by it of the Merger and the other Transactions, have been duly and validly authorized by the Company Board, Board of Directors and no other corporate action on the part of the Company Company, pursuant to the MGCL, the DLLCA or otherwise, is necessary to authorize the execution and delivery by the Company of this Agreement and the Plan of MergerAgreement, and the consummation by it of the Transactions, subject, in the case of the Company Merger, to the approval of the Company Merger and the other Transactions by the Company Stockholder Approval and the filing of the Articles of Merger with, and acceptance for record of the Articles of Merger by, the SDAT and the due filing of the Certificate of Merger with the DSOS. This Agreement has been duly executed and delivered by the Company and (and, assuming due and valid authorization, execution and delivery hereof by Sohu Game the Company Operating Partnership, Parent, Merger Sub and Parent) Partnership Merger Sub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that the enforcement hereof may be limited by (ai) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally; generally and (bii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law) ((a) and (b) collectively, the “Enforceability Exceptions”).

Authorization; Validity of Agreement; Company Action. The Company Purchaser has all necessary requisite trust power and authority to execute and deliver this Agreement and the Plan of MergerAgreement, to perform its obligations hereunder and to consummate the Merger and the other Transactionstransactions contemplated hereby. The execution, execution and delivery and performance by the Company Purchaser of this Agreement Agreement, the performance and the Plan compliance by Purchaser with each of Merger, its obligations hereunder and the consummation by it of the Merger and the other Transactionstransactions contemplated hereby, have been duly and validly authorized by the Company Board, and no other corporate action on the part of the Company Purchaser is necessary to authorize the execution and delivery by the Company Purchaser of this Agreement and the Plan of MergerAgreement, and the consummation by it of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and (Purchaser and, assuming due and valid authorization, execution and delivery hereof by Sohu Game and Parent) Seller, is a legal, valid and binding obligation of the Company Purchaser enforceable against the Company Purchaser in accordance with its terms, except that the enforcement hereof may be limited by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ ' rights generally; generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law) ((a) and (b) collectively, the “Enforceability Exceptions”).

Authorization; Validity of Agreement; Company Action. The Company has all necessary power and authority to execute and deliver this Agreement and the Plan of Merger, to perform its obligations hereunder and to consummate the Merger and the other Transactions. The execution, delivery and performance by the Company of this Agreement and the Plan of Merger, and the consummation of the Merger and the other Transactions, have been duly and validly authorized by the Company Board, and 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 Plan of Merger, and the consummation by it of the Transactions. This Agreement has been duly executed and delivered by the Company and (assuming due and valid authorization, execution and delivery hereof by Sohu Game Parent and ParentMerger Sub) is constitutes a valid and binding obligation agreement of the Company enforceable against the Company in accordance with its terms, except that the enforcement hereof may be limited by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar 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 in equity or at Law) ((a) and (b) collectively, the “Enforceability Exceptions”).

Authorization; Validity of Agreement; Company Action. The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Plan of MergerAgreement, to perform its obligations hereunder and, with respect to the Merger, assuming the due authorization, execution and delivery of the Stockholders Transaction Consents, to consummate the Merger transactions provided for or contemplated by this Agreement, including, but not limited to, the Offers and the other Merger (collectively, together with the Stockholder Agreement, the "Transactions"). The execution, delivery and performance by the Company of this Agreement and the Plan of MergerAgreement, and the consummation by it of the Merger and the other Transactions, have been duly and validly authorized by the Company BoardBoard of Directors and, and no other corporate action on the part of the Company is necessary (other than, with respect to the Merger, the approval and adoption of the Merger and this Agreement by the Required Company Holders) to authorize the execution and delivery by the Company of this Agreement and the Plan of Merger, and the consummation by it of the Transactions. This Agreement has been duly executed and delivered by the Company and (and, assuming due and valid authorization, execution and delivery hereof by Sohu Game Parent and Parent) Purchaser, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that the (i) such enforcement hereof may be limited by (a) subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency or other similar Lawslaws, now or hereafter in effect, relating to affecting creditors’ ' rights generally; generally and (bii) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding in equity or at Law) ((a) and (b) collectively, the “Enforceability Exceptions”)therefor may be brought.

Authorization; Validity of Agreement; Company Action. (a) The Company has all necessary full corporate power and authority to execute and deliver this Agreement and the Plan of MergerAgreement, to perform its obligations hereunder and to consummate the Merger and the other Transactions. The execution, delivery and performance by the Company of this Agreement and the Plan of MergerAgreement, and the consummation by it of the Merger and the other Transactions, have been duly and validly authorized by the Company Board, Board of Directors and no other corporate action on the part of the Company Company, pursuant to the MGCL or otherwise, is necessary to authorize the execution and delivery by the Company of this Agreement and the Plan of MergerAgreement, and the consummation by it of the Transactions, subject, in the case of the Merger, to the approval of the Merger and the other Transactions by the Company Stockholder Approval and the filing of the Articles of Merger with, and acceptance for record of the Articles of Merger by, the SDAT, and the due filing of the Certificate of Merger with the Delaware Secretary. This Agreement has been duly executed and delivered by the Company and (and, assuming due and valid authorization, execution and delivery hereof by Sohu Game the Company Operating Partnership, Parent and Parent) Merger Sub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that the enforcement hereof may be limited by (ai) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally; generally and (bii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). The representations and warranties set forth in this Section 3.3(a) ((a) and (b) collectively, are not made with respect to the “Enforceability Exceptions”)Financing.

Authorization; Validity of Agreement; Company Action. The Company has all necessary power and authority to execute and deliver this Agreement and the Plan of Merger, to perform its obligations hereunder and to consummate the Merger and the other Transactions. (a) The execution, delivery and performance by the Company of this Agreement and the Plan of Merger, and consummation by the consummation Company of the Merger Transactions are within the Company’s corporate powers and the other Transactions, have been duly and validly authorized by the Company Board, and no other all necessary corporate action on the part of the Company. Assuming the Transactions are consummated in accordance with section 233(7) of the Companies Law, no vote of the shareholders of the Company is necessary required to authorize the execution and delivery by the Company of adopt this Agreement or authorize, approve or consummate the Transactions, including the Offer and the Plan of Merger, and that no such vote will be held, other than the consummation by it approval of the TransactionsCompany Board (upon recommendation of the Special Committee) as contemplated herein. This Agreement has been duly executed and delivered by the Company and (Agreement, assuming due and valid authorization, execution and delivery hereof by Sohu Game Super ROI and Parent) is , constitutes a valid and binding obligation agreement of the Company enforceable against the Company in accordance with its terms, terms except that the enforcement hereof may be limited by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar 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 in equity or at Law) ((a) and (b) collectively, the “Enforceability Exceptions”).

Authorization; Validity of Agreement; Company Action. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Plan of MergerAgreement, to perform its obligations hereunder and to consummate the Merger and the other Transactions. The execution, delivery and performance by the Company of this Agreement and the Plan of MergerAgreement, and the consummation by it of the Merger and the other Transactions, have been duly and validly authorized by the Company Board, Board of Directors and no other corporate action on the part of the Company Company, pursuant to the MGCL or otherwise, is necessary to authorize the execution and delivery by the Company of this Agreement and the Plan of MergerAgreement, and the consummation by it of the Transactions, subject, in the case of the Company Merger, to the approval of the Company Merger and the other Transactions by the Company Stockholder Approval and the filing of the Articles of Merger with, and acceptance for record of the Articles of Merger by, the SDAT. This Agreement has been duly executed and delivered by the Company and (and, assuming due and valid authorization, execution and delivery hereof by Sohu Game the Company Operating Partnership, DLR, REIT Merger Sub, DLR OP, Merger Sub GP and Parent) OP merger Sub is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that the enforcement hereof may be limited by (ai) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally; generally and (bii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law) ((a) and (b) collectively, the “Enforceability Exceptions”).

Authorization; Validity of Agreement; Company Action. The Company has all necessary power and authority to execute and deliver this Agreement and the Plan of MergerAgreement, to perform its obligations hereunder and, subject to receipt of the Shareholder Approval, to execute and deliver the Plan of Merger and to consummate the Merger and the other Transactions. The execution, delivery and performance by the Company of this Agreement and the Plan of Merger, and the consummation of the Merger and the other Transactions, have been duly and validly authorized by the Company BoardBoard and, other than such filings and recordation as required under Companies Act, 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 Plan of Merger, Merger and the consummation by it of the Transactions, subject, in the case of the Plan of Merger and the Merger, to receipt of the Shareholder Approval. This Agreement has been duly executed and delivered by the Company and (and, assuming due and valid authorization, execution and delivery hereof by Sohu Game Xxxxxx and Parent) Merger Sub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that the enforcement hereof may be limited by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar 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 in equity or at Law) ((a) and (b) collectively, the “Enforceability Exceptions”).

Authorization; Validity of Agreement; Company Action. The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Plan of MergerAgreement, to perform its obligations hereunder and to consummate the Merger and the other Transactions. The execution, delivery and performance by the Company of this Agreement and the Plan of MergerAgreement, and the consummation by it of the Merger and the other Transactions, have been duly and validly authorized by the Company Board, Board and no other corporate action on the part of the Company Company, pursuant to the MGCL, the DLLCA or otherwise, is necessary to authorize the execution and delivery by the Company of this Agreement and the Plan of MergerAgreement, and the consummation by it of the Transactions, subject, in the case of the Merger, to the approval of the Merger and the other Transactions by the Requisite Stockholder Approval and the filing of the Articles of Merger with, and acceptance for record by, the SDAT and the due filing of the Certificate of Merger with the DSOS. This Agreement has been duly executed and delivered by the Company and (and, assuming due and valid authorization, execution and delivery hereof by Sohu Game Parent and Parent) Merger Sub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that the enforcement hereof may be limited by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally; generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law) ((a) and (b) collectively, the “Enforceability Exceptions”).

Authorization; Validity of Agreement; Company Action. The Company has all necessary power and authority to execute and deliver this Agreement and the Plan of MergerAgreement, to perform its obligations hereunder and, subject to receipt of the Shareholder Approval, to execute and deliver the Plan of Merger and to consummate the Merger and the other Transactions. The execution, delivery and performance by the Company of this Agreement and the Plan of Merger, and the consummation of the Merger and the other Transactions, have been duly and validly authorized by the Company BoardBoard and, other than such filings and recordation as required under Companies Act, 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 Plan of Merger, Merger and the consummation by it of the Transactions, subject, in the case of the Plan of Merger and the Merger, to receipt of the Shareholder Approval. This Agreement has been duly executed and delivered by the Company and (and, assuming due and valid authorization, execution and delivery hereof by Sohu Game Pxxxxx and Parent) Merger Sub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that the enforcement hereof may be limited by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar 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 in equity or at Law) ((a) and (b) collectively, the “Enforceability Exceptions”).

Authorization; Validity of Agreement; Company Action. The Company Representing Party has all necessary full corporate power and authority to execute and deliver this Agreement and the Plan of MergerAgreement, to perform its obligations hereunder and to consummate the Merger and the other Transactions. The execution, delivery and performance by the Company Representing Party of this Agreement and the Plan of MergerAgreement, and the consummation by it of the Merger and the other Transactions, have been duly and validly authorized by the Company Board, its Board of Directors and no other corporate action on the part of the Company Representing Party, pursuant to the DGCL or otherwise, is necessary to authorize the execution and delivery by the Company Representing Party of this Agreement and Agreement, the Plan performance of Merger, its obligations hereunder and the consummation by it of the Transactions, subject, in the case of the Merger, to the requisite Stockholder Approval of the Merger and the filing of the Certificate of Merger with, and acceptance for record, of the Certificate of Merger with the Delaware Secretary. This Agreement has been duly executed and delivered by the Company and (Representing Party and, assuming due and valid authorization, execution and delivery hereof by Sohu Game and Parent) the other parties, is a valid and binding obligation of the Company Representing Party enforceable against the Company it in accordance with its terms, except that the enforcement hereof may be limited by (ai) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally; generally and (bii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law) ((a) and (b) collectively, the “Enforceability Exceptions”).

Authorization; Validity of Agreement; Company Action. The Company has all necessary power and authority to execute and deliver this Agreement and the Plan of Merger, to perform its obligations hereunder and to consummate the Merger and the other Transactions. The execution, delivery and performance by the Company of this Agreement and the Plan of Merger, and the consummation of the Merger and the other Transactions, have been duly and validly authorized by the Company Board, and 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 Plan of Merger, and the consummation by it of the Transactions. This Agreement has been duly executed and delivered by the Company and (assuming due and valid authorization, execution and delivery hereof by Sohu Game Parent and ParentMerger Sub) is constitutes a valid and binding obligation agreement of the Company enforceable against the Company in accordance with its terms, except that the enforcement hereof may be limited by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar 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 in equity or at Lawlaw) ((a) and (b) collectively, the “Enforceability Exceptions”).