Common use of Company Authority Clause in Contracts

Company Authority. The Company has all corporate power and authority to enter into this Agreement and any related agreement to which it is a party, and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company. A correct and complete copy of the minutes of the meeting of the Board of Directors of the Company (or resolutions adopted by unanimous written consent in lieu thereof) at which this Agreement was approved has been provided to Parent. The affirmative vote of (i) the holders of a majority of the shares of the Common Stock, Series A Preferred Stock and Series B Preferred Stock outstanding, (ii) the holders of two-thirds of the shares of Series A Preferred Stock and Series B Preferred Stock outstanding; (iii) a majority of the holders of the Series A Preferred Stock; and (iv) a majority of the holders of the Series B Preferred Stock, each on the record date for the written consent of Stockholders relating to this Agreement is the only vote of the holders of any of the Company’s capital stock necessary under Delaware Law to approve this Agreement and the transactions contemplated hereby. This Agreement and the Merger have been approved and adopted by the stockholders of the Company by the requisite vote or written consent required by applicable law and the Company’s Certificate of Incorporation. Each of this Agreement and the Escrow Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company and the Stockholders, enforceable against the Company and all of its Stockholders in accordance with its terms, except that such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors’ rights generally, and is subject to general principles of equity. Except as set forth in Schedule 3.2 of the Company Disclosure Schedule, the execution and delivery of this Agreement and the Escrow Agreement by the Company and each Signing Stockholder party hereto or thereto, as applicable, does not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation, breach of or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any material obligation or loss of any material benefit under, (i) any provision of the Certificate of Incorporation or Bylaws of the Company or any Subsidiary, each as amended through the time immediately prior to the Effective Time, (ii) any material mortgage, indenture, lease, credit agreement, contract or other agreement or instrument to which the Company or any Subsidiary is a party or by which they or any of their properties or assets may be bound or subject, including those listed on Schedule 3.22(a) of the Company Disclosure Schedule, (iii) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary or by which any of their properties or assets may be bound or subject or (iv) any license, sublicense or other agreement relating to any Intellectual Property or Third Party Intellectual Property Rights (each as defined in Section 3.18). Except as set forth on Schedule 3.2 of the Company Disclosure Schedule, no consent, approval, waiver, order or authorization of, or registration, declaration or filing with, or notice to any court, administrative agency or commission or other governmental authority or instrumentality (“Governmental Entity”) or third party is required to be obtained, made or provided by or with respect to the Company, any Subsidiary or any Stockholder in connection with the execution and delivery of this Agreement or the Escrow Agreement or the consummation of the transactions contemplated hereby or thereby, except for the filing of the Certificate of Merger with the Delaware Secretary of State.

Company Authority. The As of the date of this Agreement, the Company has all corporate power Board has, by resolutions duly adopted at a meeting duly called and authority to enter into this Agreement and any related agreement to which it is a partyheld, (i) unanimously determined that upon recommendation of the Special Transaction Committee, and to consummate after due consideration, this Agreement, the Voting Agreement, and the transactions contemplated hereby and thereby, including the Merger, are fair to and in the best interests of the Company and the Shareholders, (ii) unanimously approved and declared advisable this Agreement, the Voting Agreement, and the transactions contemplated hereby and thereby, including the Merger and (iii) unanimously resolved and directed that such matters be submitted for consideration by the Shareholders at the Company Meeting and that such matter be recommended for approval at the Company Meeting (the “Company Recommendation”). The execution Assuming the representations set forth in Section 5.2(h) are true, the Company has duly authorized, executed and delivery delivered this Agreement and the Voting Agreement, and each of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized Voting Agreement (assuming due authorization, execution and delivery by all necessary corporate action on the part of the Company. A correct and complete copy of the minutes of the meeting of the Board of Directors of the Company (or resolutions adopted by unanimous written consent in lieu thereofParent) at which this Agreement was approved has been provided to Parent. The affirmative vote of (i) the holders of is a majority of the shares of the Common Stock, Series A Preferred Stock and Series B Preferred Stock outstanding, (ii) the holders of two-thirds of the shares of Series A Preferred Stock and Series B Preferred Stock outstanding; (iii) a majority of the holders of the Series A Preferred Stock; and (iv) a majority of the holders of the Series B Preferred Stock, each on the record date for the written consent of Stockholders relating to this Agreement is the only vote of the holders of any of the Company’s capital stock necessary under Delaware Law to approve this Agreement and the transactions contemplated hereby. This Agreement and the Merger have been approved and adopted by the stockholders of the Company by the requisite vote or written consent required by applicable law and the Company’s Certificate of Incorporation. Each of this Agreement and the Escrow Agreement has been duly executed and delivered by the Company and constitutes the valid and legally binding obligation of the Company and the StockholdersCompany, enforceable against the Company and all of its Stockholders it in accordance with its terms, except that such enforceability may be limited by subject to bankruptcy, insolvency, moratorium or other reorganization, moratorium, fraudulent transfer and similar laws affecting or Laws of general applicability relating to or affecting creditors’ rights generallyor to general equity principles (the “Bankruptcy and Equity Exception”). Prior to the execution of this Agreement, the Company Board has received an opinion (which, if initially rendered verbally, has been or will be confirmed by a written opinion, dated the same date) of Xxxxx, Xxxxxxxx & Xxxxx Inc., to the effect that, as of the date of such opinion, and is based upon and subject to general principles the factors, assumptions, and limitations set forth therein, the Per Share Merger Consideration is fair from a financial point of equityview to the Shareholders. Except as Assuming the representations set forth in Schedule 3.2 Section 5.2(h) are true, the Company Board has also taken all action so that Parent will not be an “interested stockholder” or prohibited from entering into or consummating a “business combination” with the Company (in each case as such term is used in Section 203 of the Company Disclosure Schedule, DGCL) as a result of the execution and delivery of this Agreement and the Escrow Agreement by the Company and each Signing Stockholder party hereto or thereto, as applicable, does not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation, breach of or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any material obligation or loss of any material benefit under, (i) any provision of the Certificate of Incorporation or Bylaws of the Company or any Subsidiary, each as amended through the time immediately prior to the Effective Time, (ii) any material mortgage, indenture, lease, credit agreement, contract or other agreement or instrument to which the Company or any Subsidiary is a party or by which they or any of their properties or assets may be bound or subject, including those listed on Schedule 3.22(a) of the Company Disclosure Schedule, (iii) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary or by which any of their properties or assets may be bound or subject or (iv) any license, sublicense or other agreement relating to any Intellectual Property or Third Party Intellectual Property Rights (each as defined in Section 3.18). Except as set forth on Schedule 3.2 of the Company Disclosure Schedule, no consent, approval, waiver, order or authorization of, or registration, declaration or filing with, or notice to any court, administrative agency or commission or other governmental authority or instrumentality (“Governmental Entity”) or third party is required to be obtained, made or provided by or with respect to the Company, any Subsidiary or any Stockholder in connection with the execution and delivery of this Agreement or the Escrow Voting Agreement or the consummation of the transactions contemplated hereby or thereby in the manner contemplated hereby or thereby, except for the filing of the Certificate of Merger with the Delaware Secretary of State.

Company Authority. (a) The Company has all corporate power and authority to enter into this Agreement and any related agreement to which it is a party, and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company. A correct and complete copy of the minutes of the meeting of the Board of Directors of the Company (or resolutions adopted by unanimous written consent in lieu thereof) at which this Agreement was approved has been provided to Parent. The affirmative vote of (i) the holders of a majority of the shares of the Common Stock, Series A Preferred Stock and Stock, Series B Preferred Stock outstanding, (ii) the holders of two-thirds of the shares of Series A Preferred Stock and Series B C Preferred Stock outstanding; (iii) , voting together as a majority of the holders of the Series A Preferred Stock; single class and (iv) a majority of the holders of the Series B Preferred Stockon an as converted to Common Stock basis, each on the record date for the written consent of Stockholders relating to this Agreement is the only vote of the holders of any of the Company’s capital stock necessary under Delaware Law to approve this Agreement and the transactions contemplated hereby. This Agreement and the Merger have been approved and adopted by the stockholders of the Company Stockholders by the requisite vote or written consent required by applicable law and the Company’s Certificate of Incorporation. . (b) Each of this Agreement and the Escrow Agreement has been duly executed and delivered by each of the Company Company, the Signing Stockholders and the Stockholders’ Agent and constitutes the valid and binding obligation of each of the Company Company, the Signing Stockholders and the Stockholders’ Agent, enforceable against the Company and all each of its Stockholders them in accordance with its terms, except that such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors’ rights generally, and is subject to general principles of equity. Except as set forth in Schedule 3.2 of the Company Disclosure Schedule, the The execution and delivery of this Agreement and the Escrow Agreement by the Company and each Signing Stockholder party hereto or thereto, as applicable, does not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any material violation, breach of or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any material obligation or loss of any material benefit under, (i) any provision of the Certificate of Incorporation or Bylaws of the Company or any SubsidiaryCompany, each as amended through the time immediately prior to the Effective Time, (ii) any material mortgage, indenture, lease, credit agreement, contract or other agreement or instrument to which the Company or any Subsidiary is a party or by which they it or any of their its properties or assets may be bound or subject, including those listed on Schedule 3.22(a) of the Company Disclosure Schedule, (iii) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary or by which any of their properties or assets may be bound or subject or (iv) any license, sublicense or any other agreement relating to any Intellectual Property or Third Party Intellectual Property Rights (each as defined in Section 3.18). Except as set forth on Schedule 3.2 of the Company Disclosure Schedule, no No consent, approval, waiver, order or authorization of, or registration, declaration or filing with, or notice to any court, administrative agency or commission or other governmental authority or instrumentality (“Governmental Entity”) or third party is required to be obtained, made or provided by or with respect to the Company, any Subsidiary Company or any Stockholder in connection with the execution and delivery of this Agreement or the Escrow Agreement or the consummation of the transactions contemplated hereby or thereby, except for the filing of the Certificate of Merger with the Delaware Secretary of State.

Company Authority. The Company (i) Euronext has all corporate requisite company power and authority and has taken all company action necessary in order to enter into authorize, execute, deliver and perform its obligations under this Agreement and any related agreement to which it is a partyAgreement, and to consummate the Offer and the other transactions contemplated hereby (including all actions by the Euronext Boards set forth in clause (ii)(A) below). This Agreement is a valid and therebybinding agreement of Euronext, enforceable against Euronext in accordance with its terms, subject, as to enforcement, to the Bankruptcy and Equity Exception. The execution representations and delivery warranties set forth in this Section 6.2(c)(i) shall apply MUTATIS MUTANDIS with respect to both the Original Combination Agreement and this Agreement, and, with respect to the Original Combination Agreement, shall be made as of the Original Execution Date and, with respect to this Agreement, shall be made as of the Execution Date; PROVIDED, HOWEVER, that none of the representations and warranties set forth in this Section 6.1(c)(i) "speaks as of an earlier date" for purposes of Section II(a) of Annex II. (ii) Each Euronext Board: (A) has approved, adopted and declared advisable this Agreement and the consummation of Offer and the other transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company. A correct and complete copy of the minutes of the meeting of the Board of Directors of the Company (or resolutions adopted by unanimous written consent in lieu thereof) at which this Agreement was approved has been provided to Parent. The affirmative vote of (i) the holders of a majority of the shares of the Common Stock, Series A Preferred Stock and Series B Preferred Stock outstanding, (ii) the holders of two-thirds of the shares of Series A Preferred Stock and Series B Preferred Stock outstandinghereby; (iiiB) a majority of has recommended that the holders of the Series A Preferred Stock; and (iv) a majority of the holders of the Series B Preferred Stock, each on the record date for the written consent of Stockholders relating to this Agreement is the only vote of the holders of any of the Company’s capital stock necessary under Delaware Law to Euronext shareholders approve this Agreement and the transactions contemplated hereby. This Agreement and the Merger have been approved and adopted by the stockholders of the Company by the requisite vote or written consent required by applicable law and the Company’s Certificate of Incorporation. Each of this Agreement and accept the Escrow Agreement Offer and tender their Euronext Shares in the Offer; and (C) has received the opinions of its financial advisors, Morgan Stanley International and ABN AMRO, to the effect that the xxxxxgxxx xxxsideration to be received by holders of Euronext Shares who tender their Euronext Shares in the Offer is fair from a financial point of view, as of the date of such opinion, to such holders, a copy of which opinion has been duly executed delivered to NYSE Group. It is agreed and delivered by understood that such opinion is for the Company and constitutes the valid and binding obligation benefit of the Company Euronext Boards and the Stockholders, enforceable against the Company may not be relied on by NYSE Group. The representations and all of its Stockholders in accordance with its terms, except that such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors’ rights generally, and is subject to general principles of equity. Except as warranties set forth in Schedule 3.2 of the Company Disclosure Schedule, the execution and delivery clause (A) of this Section 6.2 (c)(ii) shall apply MUTATIS MUTANDIS with respect to both the Original Combination Agreement and the Escrow Agreement by the Company and each Signing Stockholder party hereto or theretothis Agreement, as applicableand, does not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation, breach of or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any material obligation or loss of any material benefit under, (i) any provision of the Certificate of Incorporation or Bylaws of the Company or any Subsidiary, each as amended through the time immediately prior to the Effective Time, (ii) any material mortgage, indenture, lease, credit agreement, contract or other agreement or instrument to which the Company or any Subsidiary is a party or by which they or any of their properties or assets may be bound or subject, including those listed on Schedule 3.22(a) of the Company Disclosure Schedule, (iii) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary or by which any of their properties or assets may be bound or subject or (iv) any license, sublicense or other agreement relating to any Intellectual Property or Third Party Intellectual Property Rights (each as defined in Section 3.18). Except as set forth on Schedule 3.2 of the Company Disclosure Schedule, no consent, approval, waiver, order or authorization of, or registration, declaration or filing with, or notice to any court, administrative agency or commission or other governmental authority or instrumentality (“Governmental Entity”) or third party is required to be obtained, made or provided by or with respect to the CompanyOriginal Combination Agreement, any Subsidiary or any Stockholder shall be made as of the Original Execution Date and, with respect to this Agreement, shall be made as of the Execution Date; PROVIDED, HOWEVER, that none of the representations and warranties set forth in connection with the execution and delivery clause (A) of this Agreement or the Escrow Agreement or the consummation Section 6.1(c)(ii) "speaks as of the transactions contemplated hereby or thereby, except an earlier date" for the filing purposes of the Certificate Section II(a) of Merger with the Delaware Secretary of StateAnnex II.