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

Authorization; Validity of Agreement; Company Action. Each of the Purchaser and Acquireco has 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 to consummate the transactions contemplated hereunder and thereunder. The execution, delivery and performance by the Purchaser and Acquireco of this Agreement, the Arrangement and the agreements and other documents to be entered into by it hereunder and the consummation by the Purchaser and Acquireco of the transactions contemplated hereunder and thereunder, have been duly and validly authorized by the board of directors of each of the Purchaser and Acquireco and no other corporate proceeding on the part of the Purchaser or Acquireco is necessary to authorize the execution, delivery and performance by the Purchaser and Acquireco of this Agreement and the agreements and other documents to be entered into by it hereunder or the consummation of the Arrangement. This Agreement has been duly and validly executed and delivered by the Purchaser and Acquireco and, assuming due and valid authorization, execution and delivery of this Agreement by the Company, is a valid and binding obligation of each of the Purchaser and Acquireco enforceable against each of them in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency and other applicable Laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may be granted only in the discretion of a court of competent jurisdiction.

Authorization; Validity of Agreement; Company Action. Each of the Purchaser and Acquireco The Company has all necessary full corporate power and authority to execute and deliver this Agreement and the agreements and other documents each instrument required hereby to be entered into executed and delivered by it hereunderthe Company prior to or at the Effective Time, and, subject to obtaining Company Stockholder approval thereof to the extent required by the DGCL and the Company’s Amended and Restated Certificate of Incorporation, as amended, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereunder and thereunderTransactions. The execution, delivery and performance by the Purchaser and Acquireco Company of this Agreement, Agreement and each instrument required hereby to be executed and delivered by the Arrangement Company prior to or at the Effective Time and the agreements performance of its obligations hereunder and other documents to be entered into by it hereunder thereunder and the consummation by the Purchaser and Acquireco it of the transactions contemplated hereunder and thereunder, Transactions have been duly and validly authorized by its Board of Directors, and, except for obtaining the board of directors of each approval of the Purchaser and Acquireco and Company Stockholders described in Section 4.23, no other corporate proceeding action on the part of the Purchaser or Acquireco Company is necessary to authorize the execution, delivery and performance by the Purchaser and Acquireco Company of this Agreement and the agreements and other documents to be entered into consummation by it hereunder or the consummation of the ArrangementTransactions. This Agreement has been duly and validly each instrument required hereby to be executed and delivered by the Purchaser Company prior to the Effective Time have been duly executed and Acquireco delivered by the Company and, assuming due and valid authorization, execution and delivery thereof by Parent and Merger Subsidiary and any other parties thereto, each of this Agreement by the Company, them is a valid and binding obligation of each of the Purchaser and Acquireco Company, enforceable against each of them the Company in accordance with its terms, except as to the extent that (a) such enforcement thereof may be limited by subject to applicable bankruptcy, insolvency and or other applicable Laws similar Laws, now or hereafter in effect, affecting the enforcement of creditors’ rights generally generally, or (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the qualification that equitable remedies may be granted only in defenses and to the discretion of a the court of competent jurisdictionbefore which any proceeding therefor may be brought.

Authorization; Validity of Agreement; Company Action. Each of the Purchaser and Acquireco GTI has 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 GTI Shareholder Approval in the manner required by the Interim Order and approval of the Court, to consummate the transactions contemplated hereunder and thereunder. The execution, delivery and performance by the Purchaser and Acquireco GTI of this Agreement, the Arrangement and the agreements and other documents to be entered into by it hereunder and the consummation by the Purchaser and Acquireco GTI of the transactions contemplated hereunder and thereunder, have been duly and validly authorized by the board of directors of each of the Purchaser and Acquireco GTI Board, and no other corporate proceeding on the part of the Purchaser or Acquireco GTI is necessary to authorize the execution, delivery and performance by the Purchaser and Acquireco GTI of this Agreement and the agreements and other documents to be entered into by it hereunder or the consummation of the Arrangement, other than obtaining the approval by the GTI Board of the Information Circular and the GTI Shareholder Approval in the manner required by the Interim Order and approval by the Court. This Agreement has been duly and validly executed and delivered by the Purchaser and Acquireco GTI and, assuming due and valid authorization, execution and delivery of this Agreement by the CompanyYooma, is a valid and binding obligation of each of the Purchaser and Acquireco GTI enforceable against each of them it in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency and other applicable Laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may be granted only in the discretion of a court of competent jurisdiction.

Authorization; Validity of Agreement; Company Action. Each of the Purchaser and Acquireco has 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 to consummate the transactions contemplated hereunder and thereunder. The execution, delivery and performance by the Purchaser and Acquireco of this Agreement, the Arrangement and the agreements and other documents to be entered into by it hereunder and the consummation by the Purchaser and Acquireco of the transactions contemplated hereunder and thereunder, have been duly and validly authorized by the board of directors of each of the Purchaser and Acquireco and no other corporate proceeding on the part of the Purchaser or Acquireco is necessary to authorize the execution, delivery and performance by the Purchaser and Acquireco of this Agreement and the agreements and other documents to be entered into by it hereunder or the consummation of the Arrangement, other than (i) the approval of the Purchaser Circular by the FCA, and (ii) the approval of the Purchaser Circular by the Purchaser Board, and (iii) the approval of the Purchaser Resolution by the Purchaser Shareholders at the Purchaser Meeting, as required by applicable Laws. This Agreement has been duly and validly executed and delivered by the Purchaser and Acquireco and, assuming due and valid authorization, execution and delivery of this Agreement by the Company, is a valid and binding obligation of each of the Purchaser and Acquireco enforceable against each of them in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency and other applicable Laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may be granted only in the discretion of a court of competent jurisdiction.

Authorization; Validity of Agreement; Company Action. Each of the Purchaser and Acquireco Novadaq has 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 Novadaq Shareholder Approval in the manner required by the Interim Order and approval of the Court, to consummate the transactions contemplated hereunder and thereunder. The execution, delivery and performance by the Purchaser and Acquireco Novadaq of this Agreement, the Arrangement and the agreements and other documents to be entered into by it hereunder and the consummation by the Purchaser and Acquireco Novadaq of the transactions contemplated hereunder and thereunder, have been duly and validly authorized by the board of directors of each of the Purchaser and Acquireco Novadaq Board, and no other corporate proceeding on the part of the Purchaser or Acquireco Novadaq is necessary to authorize the execution, delivery and performance by the Purchaser and Acquireco Novadaq of this Agreement and the agreements and other documents to be entered into by it hereunder or the consummation of the Arrangement, other than obtaining the approval by the Novadaq Board of the Novadaq Circular and the Novadaq Shareholder Approval in the manner required by the Interim Order and approval by the Court. This Agreement has been duly and validly executed and delivered by the Purchaser and Acquireco Novadaq and, assuming due and valid authorization, execution and delivery of this Agreement by the CompanyStryker and Acquireco, is a valid and binding obligation of each of the Purchaser and Acquireco Novadaq enforceable against each of them Novadaq in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency and other applicable Laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may be granted only in the discretion of a court of competent jurisdiction.

Authorization; Validity of Agreement; Company Action. Each of The Company has the Purchaser and Acquireco has all necessary requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining the affirmative vote for approval and adoption of this Agreement and the agreements transactions contemplated hereby, including the Merger, by (i) the holders of a majority of the outstanding shares of Common Stock, excluding those holders who are members of the Company Board and other documents party to be entered into by it hereundera Contribution Agreement, represented and voting and (ii) the holders of a majority of the outstanding shares of Common Stock (the “Company Shareholder Approval”) on the record date for the meeting of the Company’s shareholders (the “Company Shareholders Meeting”) to consider the approval and adoption of this Agreement under the CCC (“Company Voting Proposal”), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereunder hereby. The Strategic Committee has determined that the transactions contemplated hereby are advisable and thereunderfair to and in the best interests of the Company and its shareholders and has recommended that the full Company Board approve this Agreement and the transactions contemplated hereby. The execution, delivery and performance by the Purchaser and Acquireco Company of this Agreement, the Arrangement and the agreements and other documents to be entered into by it hereunder Agreement and the consummation by the Purchaser and Acquireco Company of the transactions contemplated hereunder and thereunder, hereby have been duly and validly authorized by the board of directors of each Company Board (acting upon the unanimous recommendation of the Purchaser and Acquireco Strategic Committee), and no other corporate proceeding action on the part of the Purchaser or Acquireco Company is necessary to authorize the execution, execution and delivery and performance by the Purchaser and Acquireco Company of this Agreement and Agreement, except for the agreements and other documents to be entered into by it hereunder or the consummation Company Shareholder Approval of the ArrangementCompany Voting Proposal. This Agreement has been duly and validly executed and delivered by the Purchaser Company and Acquireco and, assuming due and valid authorization, execution and delivery of this Agreement by the Company, is a valid and binding obligation of each of the Purchaser and Acquireco Company enforceable against each of them the Company in accordance with its terms, except as the that such enforcement thereof may be limited by subject to applicable bankruptcy, insolvency and insolvency, reorganization, moratorium or other applicable Laws similar Laws, now or hereafter in effect, affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may be granted only in the discretion of a court of competent jurisdictiongenerally.

Authorization; Validity of Agreement; Company Action. Each of the Purchaser Stryker and Acquireco has 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 to consummate the transactions contemplated hereunder and thereunder. The execution, delivery and performance by the Purchaser Stryker and Acquireco of this Agreement, the Arrangement and the agreements and other documents to be entered into by it hereunder and the consummation by the Purchaser Stryker and Acquireco of the transactions contemplated hereunder and thereunder, have been duly and validly authorized by the board of directors of each of Stryker and Acquireco, and by Stryker as the Purchaser and Acquireco sole shareholders of Acquireco, and no other corporate proceeding on the part of the Purchaser Stryker or Acquireco is necessary to authorize the execution, delivery and performance by the Purchaser Stryker and Acquireco of this Agreement and the agreements and other documents to be entered into by it hereunder or the consummation of the Arrangement. This Agreement has been duly and validly executed and delivered by the Purchaser Stryker and Acquireco and, assuming due and valid authorization, execution and delivery of this Agreement by the CompanyNovadaq, is a valid and binding obligation of each of the Purchaser Stryker and Acquireco enforceable against each of them in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency and other applicable Laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may be granted only in the discretion of a court of competent jurisdiction.

Authorization; Validity of Agreement; Company Action. Each of the Purchaser and Acquireco The Company has all necessary corporate power and authority to execute and deliver this Agreement and the agreements and other documents to be entered into by it hereunderAgreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereunder by this Agreement and thereunderthe other Transaction Documents (the “Transactions”). The execution, delivery and performance by the Purchaser and Acquireco Company of this Agreement, the Arrangement and Notes, the agreements and other documents to be entered into by it hereunder Warrants and the consummation by the Purchaser and Acquireco it of the transactions contemplated hereunder and thereunderTransactions, have been duly and validly authorized by the board Company’s Board of directors of each of the Purchaser and Acquireco Directors, and no other corporate proceeding action on the part of the Purchaser or Acquireco Company is necessary to authorize the execution, execution and delivery and performance by the Purchaser and Acquireco Company of this Agreement and the agreements other Transaction Documents and other documents to be entered into the consummation by it hereunder or the consummation of the ArrangementTransactions. This Agreement has been duly and validly executed and delivered by the Purchaser and Acquireco Company and, assuming due and valid authorization, execution and delivery of this Agreement hereof by the CompanyPurchasers, is a valid and binding obligation of each of the Purchaser and Acquireco Company enforceable against each of them the Company in accordance with its terms, except as the that (i) such enforcement thereof may be limited by subject to applicable bankruptcy, insolvency and or other applicable Laws similar laws, now or hereafter in effect, affecting the enforcement of creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the qualification that equitable remedies may be granted only in defenses and to the discretion of a the court before which any proceeding therefor may be brought. Assuming performance by Purchasers of competent jurisdictiontheir obligations hereunder, upon execution of the Notes and Warrants by the Company, such documents shall be valid and binding obligations of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement; Company Action. Each of the Purchaser and Acquireco GTI has 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 GTI Shareholder Approval in the manner required by the Interim Order and approval of the Court, to consummate the transactions contemplated hereunder and thereunder. The execution, delivery and performance by the Purchaser and Acquireco GTI of this Agreement, the Arrangement and the agreements and other documents to be entered into by it hereunder and the consummation by the Purchaser and Acquireco GTI of the transactions contemplated hereunder and thereunder, have been duly and validly authorized by the board of directors of each of the Purchaser and Acquireco GTI Board, and no other corporate proceeding on the part of the Purchaser or Acquireco GTI is necessary to authorize the execution, delivery and performance by the Purchaser and Acquireco GTI of this Agreement and the agreements and other documents to be entered into by it hereunder or the consummation of the Arrangement, other than obtaining the approval by the GTI Board of the Information Circular and the GTI Shareholder Approval in the manner required by the Interim Order and approval by the Court. This Agreement has been duly and validly executed and delivered by the Purchaser and Acquireco GTI and, assuming due and valid authorization, execution and delivery of this Agreement by the CompanyXxxxx, is a valid and binding obligation of each of the Purchaser and Acquireco GTI enforceable against each of them it in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency and other applicable Laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may be granted only in the discretion of a court of competent jurisdiction.

Authorization; Validity of Agreement; Company Action. Each of the Purchaser and Acquireco The Company has 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 hereunder and thereunder. The execution, delivery and performance by the Purchaser and Acquireco Company of this Agreement, the Arrangement and the agreements and other documents to be entered into by it hereunder and the consummation by the Purchaser and Acquireco Company of the transactions contemplated hereunder and thereunder, have been duly and validly authorized by the board of directors of each of the Purchaser and Acquireco Company Board, and no other corporate proceeding on the part of the Purchaser or Acquireco Company is necessary to authorize the execution, delivery and performance by the Purchaser and Acquireco Company of this Agreement and the agreements and other documents to be entered into by it hereunder or the consummation of the Arrangement, other than obtaining the approval by the Company Board of the Company Circular, the Company Shareholder Approval in the manner required by the Interim Order and Law and approval by the Court. This Agreement has been duly and validly executed and delivered by the Purchaser and Acquireco Company and, assuming due and valid authorization, execution and delivery of this Agreement by the CompanyPurchaser and Acquireco, is a valid and binding obligation of each of the Purchaser and Acquireco Company enforceable against each of them the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency and other applicable Laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may be granted only in the discretion of a court of competent jurisdiction.