Common use of Corporate Authority and Approvals Clause in Contracts

Corporate Authority and Approvals. Each of Parent and Seller has the necessary corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and to carry out and complete the sale of the Acquired Shares. The execution and delivery of this Agreement by Parent and Seller and the consummation by Parent and Seller of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Parent or Seller are necessary to authorize this Agreement or to consummate the transactions contemplated hereby to the extent required under the UBCA or the laws of England or Wales. This Agreement has been duly executed and delivered by both Parent and Seller and, assuming the due authorization, execution and delivery by Purchaser, constitutes a legal, valid and binding obligation of both Parent and Seller, enforceable against Parent and Seller in accordance with its terms, except as such enforceability may be limited in either case by bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights generally and by the application of general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Corporate Authority and Approvals. Each of Parent and Seller has the necessary corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and to carry out and complete the sale of the Acquired Shares. The execution and delivery of this Agreement by Parent Xxxxxx and Seller and the consummation by Parent Xxxxxx and Seller of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Parent or Seller are necessary to authorize this Agreement or to consummate the transactions contemplated hereby to the extent required under the UBCA or the laws of England or Wales. This Agreement has been duly executed and delivered by both Parent Xxxxxx and Seller and, assuming the due authorization, execution and delivery by PurchaserXxxxxxxxx, constitutes a legal, valid and binding obligation of both Parent and Seller, enforceable against Parent and Seller in accordance with its terms, except as such enforceability may be limited in either case by bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights generally and by the application of general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Corporate Authority and Approvals. (a) Each of Parent and Seller has the necessary corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and to carry out and complete the sale of the Acquired Shares. The execution and delivery of this Agreement by Parent and Seller and the consummation by Parent and Seller of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Parent or Seller are necessary to authorize this Agreement or to consummate the transactions contemplated hereby to the extent required under the UBCA or the laws of England or Wales. This Agreement has been duly executed and delivered by both Parent and Seller and, assuming the due authorization, execution and delivery by Purchaser, constitutes a legal, valid and binding obligation of both Parent and Seller, enforceable against Parent and Seller in accordance with its terms, except as such enforceability may be limited in either case by bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights generally and by the application of general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).