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

Authorization; Validity of Agreement; Company Action. 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 GTI of this Agreement, the Arrangement and the agreements and other documents to be entered into by it hereunder and the consummation by GTI of the transactions contemplated hereunder and thereunder, have been duly and validly authorized by the GTI Board, and no other corporate proceeding on the part of GTI is necessary to authorize the execution, delivery and performance by 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 GTI and, assuming due and valid authorization, execution and delivery of this Agreement by Xxxxx, is a valid and binding obligation of GTI enforceable against 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. GTI (a) 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, 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 thereunderTransactions. The execution, delivery and performance by GTI the Company of this Agreement, the Arrangement and the agreements and other documents to be entered into by it hereunder and the consummation by GTI it of the transactions contemplated hereunder and thereunderTransactions, have been duly and validly authorized by the GTI Board, Company Board of Directors and no other corporate proceeding action on the part of GTI the Company, pursuant to the MGCL or otherwise, is necessary to authorize the execution, execution and delivery and performance by GTI the Company of this Agreement Agreement, and the agreements and other documents to be entered into consummation by it hereunder or the consummation of the ArrangementTransactions, other than obtaining subject, in the case of the Company Merger, to the approval of the Company Merger and the other Transactions by the GTI Board Company Stockholder Approval and the filing of the Information Circular Articles of Merger with, and acceptance for record of the GTI Shareholder Approval in Articles of Merger by, the manner required by the Interim Order and approval by the CourtSDAT. This Agreement has been duly and validly executed and delivered by GTI the Company and, assuming due and valid authorization, execution and delivery of this Agreement hereof by Xxxxxthe Company Operating Partnership, DLR, REIT Merger Sub, DLR OP, Merger Sub GP and OP merger Sub is a valid and binding obligation of GTI the Company enforceable against it the Company in accordance with its terms, except as that the enforcement thereof hereof may be limited by (i) bankruptcy, insolvency and insolvency, reorganization, moratorium or other applicable Laws affecting the enforcement of similar Laws, now or hereafter in effect, relating to creditors’ rights generally and subject (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). (b) The Company Operating Partnership has all necessary limited partnership power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company Operating Partnership of this Agreement, and the consummation by it of the Transactions, have been duly and validly authorized by the general partner of the Company Operating Partnership and no other limited partnership action on the part of the Company Operating Partnership or the Minority Limited Partners, pursuant to the qualification MRULPA or otherwise, is necessary to authorize the execution and delivery by the Company Operating Partnership of this Agreement, and the consummation by it of the Transactions, subject, in the case of the Partnership Merger, to the filing of the Articles of Partnership Merger with, and acceptance for record of the Articles of Partnership Merger by, the SDAT. This Agreement has been duly executed and delivered by the Company Operating Partnership and, assuming due and valid authorization, execution and delivery hereof by Company, DLR, REIT Merger Sub, DLR OP, Merger Sub GP and OP Merger Sub is a valid and binding obligation of the Company Operating Partnership enforceable against the Company Operating Partnership in accordance with its terms, except that equitable remedies the enforcement hereof may be granted only limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in the discretion effect, relating to creditors’ rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a court of competent jurisdictionproceeding in equity or at Law).

Authorization; Validity of Agreement; Company Action. GTI (a) The Company has all necessary full 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 Stock Option Agreement and, subject to obtaining the GTI Shareholder Approval in the manner required by the Interim Order and any necessary approval of its stockholders for the CourtMerger, to consummate the transactions contemplated hereunder hereby and thereunderthereby. The execution, delivery and performance by GTI the Company of this Agreement and the Stock Option Agreement, the Arrangement and the agreements and other documents to be entered into by it hereunder and the consummation by GTI it of the transactions contemplated hereunder hereby and thereunderthereby, have been duly and validly authorized by the GTI Board, its Board of Directors and no other corporate proceeding action on the part of GTI the Company is necessary to authorize the execution, execution and delivery and performance by GTI the Company of this Agreement or the Stock Option Agreement and the agreements and other documents to be entered into consummation by it hereunder or the consummation of the Arrangementtransactions contemplated hereby and thereby (other than, other than with respect to the Merger, obtaining the any approval of its stockholders as contemplated 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 CourtSection 1.9 hereof). This Agreement has and the Stock Option Agreement have been duly and validly executed and delivered by GTI the Company and, assuming due and valid authorization, execution and delivery of this Agreement thereof by XxxxxParent and the Purchaser, is a constitute valid and binding obligation obligations of GTI the Company enforceable against it the Company in accordance with its their terms, except as the that (i) such enforcement thereof may be limited by 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 applicable Laws affecting the enforcement forms of creditors’ rights generally and equitable relief may be subject to the qualification that equitable remedies may be granted only in defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) The Board of Directors of the Company, at a court meeting duly called and held, has unanimously (i) determined that each of competent jurisdiction.the Agreement, the Stock Option Agreement, the Offer and the Merger are fair to and in the best interests of the stockholders of the Company; (ii) duly and validly approved and taken all corporate action required to be taken by the Board of Directors for the consummation of the Transactions; and (iii) resolved to recommend that the stockholders of the

Authorization; Validity of Agreement; Company Action. GTI 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, to perform its obligations hereunder and thereunder and, subject to obtaining the GTI 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 GTI the Company of this Agreement, the Arrangement and the agreements and other documents to be entered into by it hereunder and the consummation by GTI the Company of the transactions contemplated hereunder and thereunder, have been duly and validly authorized by the GTI Company Board, and no other corporate proceeding on the part of GTI the Company is necessary to authorize the execution, delivery and performance by GTI the 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 GTI Company Board of the Information Circular and Company Circular, the GTI 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 GTI the Company and, assuming due and valid authorization, execution and delivery of this Agreement by Xxxxxthe Purchaser and Acquireco, is a valid and binding obligation of GTI the Company enforceable against it 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.

Authorization; Validity of Agreement; Company Action. GTI (a) 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, to perform its obligations hereunder and thereunder and, subject to obtaining the GTI Shareholder Approval in the manner required by the Interim Order and any necessary approval of its stock holders for the CourtMerger, to consummate the transactions contemplated hereunder and thereunderTransactions. The execution, delivery and performance by GTI the Company of this Agreement, the Arrangement and the agreements and other documents to be entered into by it hereunder and the consummation by GTI it of the transactions contemplated hereunder and thereunderTransactions, have been duly and validly authorized by the GTI Board, its Board of Directors and no other corporate proceeding action on the part of GTI the Company is necessary to authorize the execution, execution and delivery and performance by GTI the Company of this Agreement and the agreements and other documents to be entered into consummation by it hereunder or the consummation of the ArrangementTransactions (other than, other than with respect to the Merger, obtaining any approval of its stockholders as contemplated by Section 1.9 hereof and the approval by the GTI Board filing of the Information Circular and the GTI Shareholder Approval in the manner Certificate of Merger as required by the Interim Order and approval by the CourtDGCL). This Agreement has been duly and validly executed and delivered by GTI the Company and, assuming due and valid authorization, execution and delivery of this Agreement thereof by XxxxxParent and the Purchaser, is constitutes a valid and binding obligation of GTI the Company enforceable against it the Company in accordance with its their terms, except as the that (i) such enforcement thereof may be limited by subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other applicable Laws affecting the enforcement forms of creditors’ rights generally and equitable relief may be subject to the qualification that equitable remedies may be granted only in defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) The Board of Directors of the Company, at a court meeting duly called and held, has unanimously (i) determined that each of competent jurisdictionthe Agreement, the Offer and the Merger are fair to and in the best interests of the stockholders of the Company; (ii) duly and validly approved and taken all corporate action required to be taken by the Board of Directors to authorize the consummation of the Transactions; and (iii) resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares to the Purchaser pursuant to the Offer and approve and adopt this Agreement and the Merger, and none of the aforesaid actions by the Board of Directors of the Company has been amended, rescinded or modified.

Authorization; Validity of Agreement; Company Action. GTI 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, 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 GTI 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 GTI the Purchaser and Acquireco of the transactions contemplated hereunder and thereunder, have been duly and validly authorized by the GTI Board, board of directors of each of the Purchaser and Acquireco and no other corporate proceeding on the part of GTI the Purchaser or Acquireco is necessary to authorize the execution, delivery and performance by GTI 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 obtaining (i) the approval of the Purchaser Circular by the GTI Board FCA, and (ii) the approval of the Information Purchaser Circular by the Purchaser Board, and (iii) the GTI Shareholder Approval in approval of the manner Purchaser Resolution by the Purchaser Shareholders at the Purchaser Meeting, as required by the Interim Order and approval by the Courtapplicable Laws. This Agreement has been duly and validly executed and delivered by GTI the Purchaser and Acquireco and, assuming due and valid authorization, execution and delivery of this Agreement by Xxxxxthe Company, is a valid and binding obligation of GTI each of the Purchaser and Acquireco enforceable against it 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. GTI 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 GTI 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 GTI Novadaq of this Agreement, the Arrangement and the agreements and other documents to be entered into by it hereunder and the consummation by GTI Novadaq of the transactions contemplated hereunder and thereunder, have been duly and validly authorized by the GTI Novadaq Board, and no other corporate proceeding on the part of GTI Novadaq is necessary to authorize the execution, delivery and performance by GTI 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 GTI Novadaq Board of the Information Novadaq Circular and the GTI 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 GTI Novadaq and, assuming due and valid authorization, execution and delivery of this Agreement by XxxxxStryker and Acquireco, is a valid and binding obligation of GTI Novadaq enforceable against it 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. GTI Each of 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, 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 GTI 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 GTI Stryker and Acquireco of the transactions contemplated hereunder and thereunder, have been duly and validly authorized by the GTI Boardboard of directors of each of Stryker and Acquireco, and by Stryker as the sole shareholders of Acquireco, and no other corporate proceeding on the part of GTI Stryker or Acquireco is necessary to authorize the execution, delivery and performance by GTI 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, 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 GTI Stryker and Acquireco and, assuming due and valid authorization, execution and delivery of this Agreement by XxxxxNovadaq, is a valid and binding obligation of GTI each of Stryker and Acquireco enforceable against it 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. 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 GTI of this Agreement, the Arrangement and the agreements and other documents to be entered into by it hereunder and the consummation by GTI of the transactions contemplated hereunder and thereunder, have been duly and validly authorized by the GTI Board, and no other corporate proceeding on the part of GTI is necessary to authorize the execution, delivery and performance by 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 GTI and, assuming due and valid authorization, execution and delivery of this Agreement by XxxxxYooma, is a valid and binding obligation of GTI enforceable against 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. GTI (a) The Company has all necessary full corporate power and authority to execute and deliver this Agreement and the agreements and other documents Ancillary Agreements to be entered into by which it hereunder, to perform its obligations hereunder and thereunder is a party and, subject to obtaining the GTI Shareholder Approval in the manner required approval and adoption of this Agreement by the Interim Order and approval affirmative vote of the Courtholders of a majority of the outstanding shares of Company Common Stock (the "Company Stockholder Approval"), to consummate the transactions contemplated hereunder hereby and thereunderthereby. The execution, delivery and performance by GTI the Company of this Agreement, the Arrangement Agreement and the agreements and other documents Ancillary Agreements to be entered into by it hereunder which the Company is a party, and the consummation by GTI it of the transactions contemplated hereunder hereby and thereunderthereby, have been duly and validly authorized by the GTI Board, and no other all necessary corporate proceeding action on the part of GTI the Company and, except for obtaining the Company Stockholder Approval, no other corporate action on the part of the Company is necessary to authorize the execution, execution and delivery and performance by GTI the Company of this Agreement and the agreements Ancillary Agreements to which it is a party 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 transactions contemplated hereby and thereby. Each of the Information Circular this Agreement and the GTI Shareholder Approval in the manner required by the Interim Order and approval by the Court. This Agreement has Ancillary Agreements to which it is a party have been duly and validly executed and delivered by GTI the Company and, assuming due and valid authorization, execution and delivery each of this Agreement by Xxxxx, is and such Ancillary Agreements constitutes a valid and binding obligation of GTI the other parties hereto and thereto, constitutes a valid and binding obligation of the Company enforceable against it the Company in accordance with its terms, except as the that (i) such enforcement thereof may be limited by 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 applicable Laws affecting the enforcement forms of creditors’ rights generally and equitable relief may be subject to the qualification that equitable remedies may be granted only in defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) The Board of Directors of the Company (the "Company Board") has duly and validly approved and taken all corporate action required to be taken by such Company Board for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, and resolved to recommend that the stockholders of the Company approve and adopt this Agreement. The Company Stockholder Approval is the only vote of the holders of any class or series of Company capital stock necessary to approve this Agreement and to consummate the Merger. The Company has taken all actions necessary with respect to the entering into of this Agreement and the Ancillary Agreements to which it is a court party, the consummation of competent jurisdictionthe Merger and the other transactions contemplated by this Agreement and the Ancillary Agreements so as to render inapplicable to such transactions the restrictions on business combinations contained in Section 203 of the DGCL.

Authorization; Validity of Agreement; Company Action. GTI 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, 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 by this Agreement and thereunderthe other Transaction Documents (the “Transactions”). The execution, delivery and performance by GTI the 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 GTI it of the transactions contemplated hereunder and thereunderTransactions, have been duly and validly authorized by the GTI BoardCompany’s Board of Directors, and no other corporate proceeding action on the part of GTI the Company is necessary to authorize the execution, execution and delivery and performance by GTI the 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 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 CourtTransactions. This Agreement has been duly and validly executed and delivered by GTI the Company and, assuming due and valid authorization, execution and delivery of this Agreement hereof by XxxxxPurchasers, is a valid and binding obligation of GTI the Company enforceable against it 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.