Common use of Corporate Authorization; Approvals Clause in Contracts

Corporate Authorization; Approvals. The execution, delivery and performance by the Parent and the Purchaser of this Agreement and the consummation by the Parent and the Purchaser of the transactions contemplated hereby are within the Parent's and the Purchaser's corporate powers and have been duly authorized by all necessary corporate action. Assuming that this Agreement constitutes the valid and binding obligation of the Company, this Agreement constitutes a valid and binding agreement of the Parent and the Purchaser, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors' rights, or by general equity principles, including principles of commercial reasonableness, good faith and fair dealing).

Corporate Authorization; Approvals. (a) The execution, delivery and performance by the Parent and the Purchaser Company of this Agreement and the consummation by the Parent and the Purchaser Company of the transactions contemplated hereby are within the Parent's and the PurchaserCompany's corporate powers and and, except for the Company Stockholder Approval (as defined in (c) below), have been duly authorized by all necessary corporate action. Assuming that this Agreement constitutes the valid and binding obligation of the CompanyParent and Purchaser, this Agreement constitutes a valid and binding agreement of the Parent and the PurchaserCompany, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors' rights, or by general equity principles, including principles of commercial reasonableness, good faith and fair dealing).

Corporate Authorization; Approvals. (a) The execution, delivery and performance by the Parent and the Purchaser Company of this Agreement and the consummation by the Parent and the Purchaser Company of the transactions contemplated hereby are within the Parent's and the PurchaserCompany's corporate powers and and, except for the Shareholder Approval (as defined in (c) below), have been duly authorized by all necessary corporate action. Assuming that this Agreement constitutes the valid and binding obligation of the CompanyPurchaser, this Agreement constitutes a valid and binding agreement of the Parent and the PurchaserCompany, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors' rights, or by general equity principles, including principles of commercial reasonableness, good faith and fair dealing).

Corporate Authorization; Approvals. (a) The execution, delivery and performance by the Parent and the Purchaser Company of this Agreement and the consummation by the Parent and the Purchaser Company of the transactions contemplated hereby are within the Parent's and the PurchaserCompany's corporate powers and and, except for the Stockholder Approval (as defined in (c) below), have been duly authorized by all necessary corporate action. Assuming that this Agreement constitutes the valid and binding obligation of the CompanyPurchaser, this Agreement constitutes a valid and binding agreement of the Parent and the PurchaserCompany, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors' rights, or by general equity principles, including principles of commercial reasonableness, good faith and fair dealing).