Common use of Corporate Authority; Approval Clause in Contracts

Corporate Authority; Approval. (i) Hxxxxx has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and each Ancillary Agreement and to consummate each of the Transactions to which it is a party (collectively, the “Hxxxxx Transactions”). This Agreement is, and each Ancillary Agreement, when executed and delivered by Hxxxxx and Newco and any other parties thereto, will be valid and legally binding obligations of Hxxxxx, enforceable against Hxxxxx in accordance with their terms, subject to the Bankruptcy and Equity Exception. (ii) At a meeting duly called and held prior to execution of this Agreement, the Board of Directors of Hxxxxx unanimously adopted resolutions approving and adopting this Agreement and the Hxxxxx Transactions. Other than the approvals or consents of the equity holders and boards of directors of direct or indirect wholly owned Subsidiaries of Hxxxxx required to effect the Hxxxxx Restructuring, no additional corporate or stockholder authorization or consent is required (with respect to Hxxxxx or any of its Subsidiaries) in connection with the execution, delivery and performance by Hxxxxx of this Agreement or any Ancillary Agreement.