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

Authorization; Validity of Agreement; Necessary Action. The Company has the requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining Company Stockholder Approval, to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby have been duly authorized by its board of directors, 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, except for the Company Stockholder Approval, the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof by Parent and Sub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights and remedies 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; Necessary Action. The Company Each of Parent and the Purchaser has the requisite full corporate power and authority to execute and deliver this Agreement and, subject to obtaining Company Stockholder Approval, and to consummate the transactions contemplated hereby. The execution, delivery and performance by Parent and the Company Purchaser of this Agreement Agreement, and the consummation by the Company of the transactions contemplated hereby hereby, have been duly authorized by its board their Boards of directors, Directors and no other corporate action on the part of Parent and the Company Purchaser is necessary to authorize the execution and delivery by Parent and the Company Purchaser of this Agreement and, except for the Company Stockholder Approval, and the consummation by it them of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and the Company andPurchaser, as the case may be (and assuming due and valid authorization, execution and delivery hereof by Parent and Sub, the Company) is a valid and binding obligation of each of Parent and the Company Purchaser, as the case may be, enforceable against the Company them in accordance with its respective terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ ' rights and remedies 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; Necessary Action. The Company Each of Parent and the Purchaser has the requisite full corporate power and authority to execute and deliver this Agreement and, subject to obtaining Company Stockholder Approval, and to consummate the transactions contemplated herebyTransactions. The execution, delivery and performance by Parent and the Company Purchaser of this Agreement and the consummation by the Company of the transactions contemplated hereby Merger and of the Transactions have been duly authorized by its board the boards of directorsdirectors of the Purchaser and Parent and by Parent as the sole shareholder of the Purchaser, and no other corporate action on the part of Parent or the Company Purchaser is necessary to authorize the execution and delivery by Parent and the Company Purchaser of this Agreement and, except for the Company Stockholder Approval, and the consummation by it of the transactions contemplated herebyTransactions. This Agreement has been duly executed and delivered by Parent and the Company Purchaser and, assuming due and valid authorization, execution and delivery hereof by Parent and Subthe Company, is a valid and binding obligation of each of Parent and the Company Purchaser enforceable against the Company each of them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium insolvency or other similar laws, now or hereafter in effect, affecting creditors’ ' rights and remedies 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; Necessary Action. The Company has the requisite Purchaser and Universal have full corporate power and authority to execute and deliver this Agreement and, subject to obtaining Company Stockholder Approval, and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company Purchaser and Universal of this Agreement Agreement, and the consummation by the Company of the transactions contemplated hereby by each of them, have been duly authorized by its board of directorsall necessary corporate proceedings, and no other corporate action on the part of the Company Purchaser or Universal or their respective shareholders is necessary to authorize the execution and delivery by the Company Purchaser or Universal of this Agreement and, except for the Company Stockholder Approval, and the consummation by it either of them of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, Purchaser and Universal (and assuming due and valid authorization, execution and delivery hereof by Parent Seller and Sub, Parent) is a valid and binding obligation of the Company Purchaser and Universal enforceable against the Company Purchaser and Universal in accordance with its terms, except that that: (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ ' rights and remedies 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; Necessary Action. The Company Each of Parent and the Purchaser has the requisite full corporate power and authority to execute and deliver this Agreement and, subject to obtaining Company Stockholder Approval, and to consummate the transactions contemplated hereby. The execution, delivery and performance by Parent and the Company Purchaser of this Agreement Agreement, and the consummation by the Company of the transactions contemplated hereby hereby, have been duly authorized by its board their Boards of directors, Directors and no other corporate action on the part of Parent and the Company Purchaser is necessary to authorize the execution and delivery by Parent and the Company Purchaser of this Agreement and, except for the Company Stockholder Approval, and the consummation by it them of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and the Company Purchaser, as the case may be, and, assuming due and valid authorization, execution and delivery hereof by Parent and Subthe Company, is a valid and binding obligation of each of Parent and the Company Purchaser, as the case may be, enforceable against the Company them in accordance with its respective terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ ' rights and remedies 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.. Section 4.3

Authorization; Validity of Agreement; Necessary Action. The Company Each of Parent and the Purchaser has the requisite full corporate power and authority to execute and deliver this Agreement and, subject to obtaining Company Stockholder Approval, and to consummate the transactions contemplated hereby. The execution, delivery deliv ery and performance by the Company of this Agreement and the consummation by the Company consumma tion of the Merger and of the other transactions contemplated contem plated hereby have been duly authorized by its board of directors, and no other all necessary corporate action on the part of Parent and the Company is Purchaser and no other corporate proceedings on the part of Parent and the Purchaser are necessary to authorize the execution and delivery by the Company of this Agreement and, except for the Company Stockholder Approval, the consummation by it of Agree ment or to consummate the transactions contemplated herebyso contemplated. This Agreement has been duly executed and delivered by Parent and the Company Purchaser, as the case may be, and, assuming due assum ing this Agreement constitutes a valid and valid authorizationbinding obli gation of the Company, execution and delivery hereof by Parent and Sub, is constitutes a valid and binding obligation of each of Parent and the Company Purchaser, as the case may be, enforceable against the Company them in accordance with its respective terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium insolvency or other similar laws, now or hereafter in effect, affecting creditors’ ' rights and remedies 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 proceed ing therefor may be brought.

Authorization; Validity of Agreement; Necessary Action. The Company Each of Buyer and Parent has the requisite corporate power and authority to execute execute, deliver and deliver this Agreement and, subject to obtaining Company Stockholder Approval, perform the Transaction Documents and to consummate the transactions contemplated herebythereby. The execution, delivery 37 Exhibit 10.44 and performance by each of Buyer and Parent of the Company of this Agreement Transaction Documents and the consummation by of the Company of Merger and the transactions contemplated hereby thereby, have been duly and validly authorized by its board of directors, all necessary corporate proceedings 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, except for the Company Stockholder Approval, the consummation by it of the transactions contemplated herebysuch authorization has not been withdrawn or amended in any manner. This Agreement has been been, and each of the other Transaction Documents required to be entered into pursuant to this Agreement will be, duly executed and delivered by the Company each of Buyer and Parent and, assuming due and valid authorization, execution and delivery hereof and thereof by Parent Company Members and Subthe Company, is a are or will be legal, valid and binding obligation obligations of the Company Buyer and Parent, enforceable against the Company it in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights and remedies 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 therefore may be brought.

Authorization; Validity of Agreement; Necessary Action. The Company Each of Parent and the Purchaser has the requisite full corporate power and authority to execute and deliver this Agreement and, subject to obtaining Company Stockholder Approval, and to consummate the transactions contemplated hereby. The execution, delivery and performance by Parent and the Company Purchaser of this Agreement Agreement, and the consummation by the Company of the transactions contemplated hereby hereby, have been duly authorized by its board their Boards of directors, Directors and no other corporate action on the part of Parent and the Company Purchaser is necessary to authorize the execution and delivery by Parent and the Company Purchaser of this Agreement and, except for the Company Stockholder Approval, and the consummation by it them of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and the Company Purchaser, as the case may be, and, assuming due and valid authorization, execution and delivery hereof by Parent and Subthe Company, is a valid and binding obligation of each of Parent and the Company Purchaser, as the case may be, enforceable against the Company them in accordance with its respective terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ ' rights and remedies 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; Necessary Action. The Company Each of the Investors has the requisite full corporate power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and, subject to obtaining Company Stockholder Approval, and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company Investors of this Agreement Agreement, and the consummation by the Company of the transactions contemplated hereby have hereby, has been duly authorized by its board their respective boards of directors, directors and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by any of the Company Investors of this Agreement and, except for the Company Stockholder Approval, and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of the Company andInvestors, and (assuming due and valid authorization, execution and delivery hereof by Parent and Sub, the Company) is a valid and binding obligation of each of the Company Investors, enforceable against each of the Company Investors in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ ' rights and remedies 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; Necessary Action. The Company Purchaser has the requisite all necessary corporate or similar power and authority to execute and deliver this Agreement andAgreement, subject to obtaining Company Stockholder Approval, perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company Purchaser of this Agreement Agreement, and the consummation by the Company Purchaser of the transactions contemplated hereby hereby, have been duly and validly authorized by all necessary corporate action by Purchaser (including by its board Board of directorsDirectors), and no other corporate action or proceeding on the part of the Company Purchaser is necessary to authorize the execution execution, delivery and delivery performance by the Company Purchaser of this Agreement and, except for the Company Stockholder Approval, and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company Purchaser and, assuming due and valid authorization, execution and delivery hereof of this Agreement by Parent and Subthe Company, is constitutes a legal, valid and binding obligation of the Company Purchaser, enforceable against the Company Purchaser in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar lawsLaws, now or hereafter in effect, affecting creditors’ rights and remedies generally, generally and (ii) the remedy remedies 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 Proceeding therefor may be brought.

Authorization; Validity of Agreement; Necessary Action. The Company Each of Parent and the Purchaser has the requisite full corporate power and authority to execute and deliver this Agreement and, subject to obtaining Company Stockholder Approval, and to consummate the transactions contemplated hereby. The execution, delivery and performance by Parent and the Company Purchaser of this Agreement Agreement, and the consummation by the Company of the transactions contemplated hereby hereby, have been duly authorized by its board their Boards of directors, Directors and no other corporate action on the part of Parent and the Company Purchaser is necessary to authorize the execution and delivery by Parent and the Company Purchaser of this Agreement and, except for the Company Stockholder Approval, and the consummation by it them of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and the Company andPurchaser, as the case may be and (assuming due and valid authorization, execution and delivery hereof by Parent and Sub, the Company) is a valid and binding obligation of each of Parent and the Company Purchaser, as the case may be, enforceable against the Company them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ ' rights and remedies 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; Necessary Action. The Company Each of Parent and the Purchaser has the requisite full corporate power and authority to execute and deliver deliver, and to perform its obligations under, this Agreement and, subject to obtaining Company Stockholder Approval, and to consummate the transactions contemplated hereby. The execution, delivery and performance by Xxxxxx and the Company Purchaser of this Agreement Agreement, and the consummation by the Company of the transactions contemplated hereby hereby, have been duly authorized by its board their respective Boards of directors, Directors and no other corporate action on the part of Parent and the Company Purchaser is necessary to authorize the execution and delivery by Parent and the Company Purchaser of this Agreement and, except for the Company Stockholder Approval, and the consummation by it them of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and the Company and, Purchaser and (assuming due and valid authorization, execution and delivery hereof by Parent and Sub, the Company) is a valid and binding obligation of each of Parent and the Company Purchaser, enforceable against the Company them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ ' rights and remedies 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.