Common use of Corporate Authorization; Approvals Clause in Contracts

Corporate Authorization; Approvals. (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers 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 Parent and Purchaser, this Agreement constitutes a valid and binding agreement of the Company, 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). (b) The Board of Directors of the Company has taken all action necessary so that the provisions of Section 203 of the Delaware Act applicable to a "business combination" (as defined in Section 203 of the Delaware Act) will not apply to the acquisition by the Parent and the Purchaser of beneficial ownership of Company Shares pursuant to the Offer and the Merger, or to the execution, delivery or performance of this Agreement. (c) The affirmative vote of the holders of a majority of the outstanding Company Shares on the applicable record date (the "COMPANY STOCKHOLDER APPROVAL"), if required by applicable Law, is the only vote of the holders of any class or series of the Company's capital stock necessary to approve the Merger and the consummation of the transactions contemplated hereby.

Corporate Authorization; Approvals. (a) The Company has the requisite corporate power and authority to execute, deliver and perform this Agreement and, subject to the Company Stockholder Approval, to consummate the Merger. The execution, delivery and performance of this Agreement by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers and, except for the Company Stockholder Approval (as defined in (c) below), Merger have been duly authorized by all necessary corporate actionaction on the part of the Company, and, except for the Company Stockholder Approval, no other corporate action on the part of the Company is necessary to authorize the consummation of the Merger. Assuming This Agreement has been duly executed and delivered by the Company and, assuming that this Agreement constitutes the a valid and binding obligation of the Xxxxxxx, Parent and the Purchaser, this Agreement constitutes a valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms (terms, except as to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws moratorium or other laws affecting the enforcement of general applicability relating to or affecting creditors' rights, ’ rights generally or by general equity equitable or fiduciary principles, including principles of commercial reasonableness, good faith and fair dealing). (b) The Board of Directors Company Board, at a meeting duly called and held on August 11, 2013, has unanimously, with Xxxxxxx abstaining, adopted resolutions, in accordance with the unanimous recommendation of the Company has taken all action necessary so Special Committee, (i) determining that the provisions of Section 203 of the Delaware Act applicable to a "business combination" (as defined in Section 203 of the Delaware Act) will not apply to the acquisition by the Parent this Agreement and the Purchaser of beneficial ownership of Company Shares pursuant to the Offer and the Merger, or to the execution, delivery or performance of this Agreement. (c) The affirmative vote of the holders of a majority of the outstanding Company Shares on the applicable record date (the "COMPANY STOCKHOLDER APPROVAL"), if required by applicable Law, is the only vote of the holders of any class or series of the Company's capital stock necessary to approve the Merger and the consummation of the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Disinterested Stockholders, (ii) approving and declaring advisable this Agreement and the transactions contemplated hereby and (iii) determining to recommend that the stockholders of the Company vote to adopt this Agreement (such recommendation, the “Company Board Recommendation”), subject to the Company Board’s right to withdraw, modify or amend such recommendation in accordance with the requirements of Section 6.4.

Corporate Authorization; Approvals. (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers and, except for the Company Stockholder 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 Parent and Purchaser, this Agreement constitutes a valid and binding agreement of the Company, 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). (b) The Company's Board of Directors of the Company Directors, or an appropriate committee thereof, has taken (or will take prior to the Merger) all action necessary so that the provisions of Section 203 of the Delaware Act applicable to a "business combination" (as defined in Section 203 of the Delaware Actexemption contemplated by Rule 16b-3(e) will not apply to the acquisition by the Parent and the Purchaser of beneficial ownership of Company Shares promulgated pursuant to the Offer Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the Merger, or "Exchange Act") is applicable to the execution, delivery disposition of Shares and Options in or performance in connection with the Merger by all directors and/or officers of this Agreementthe Company. (c) The affirmative vote of the holders of a majority of the outstanding Company Shares on the applicable record date (the "COMPANY STOCKHOLDER APPROVALShareholder Approval"), if required by applicable Law, ) is the only vote of the holders of any class or series of the Company's capital stock necessary to approve the Merger and the consummation of the transactions contemplated hereby.

Corporate Authorization; Approvals. (a) The Company has the requisite corporate power and authority to execute, deliver and perform this Agreement and, subject to the Company Stockholder Approval, to consummate the Merger. The execution, delivery and performance of this Agreement by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers and, except for the Company Stockholder Approval (as defined in (c) below), Merger have been duly authorized by all necessary corporate actionaction on the part of the Company, and, except for the Company Stockholder Approval, no other corporate action on the part of the Company is necessary to authorize the consummation of the Merger. Assuming This Agreement has been duly executed and delivered by the Company and, assuming that this Agreement constitutes the a valid and binding obligation of the Xxxxxxx, Parent and the Purchaser, this Agreement constitutes a valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms (terms, except as to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws moratorium or other laws affecting the enforcement of general applicability relating to or affecting creditors' rights, ’ rights generally or by general equity equitable or fiduciary principles, including principles of commercial reasonableness, good faith and fair dealing). (b) The Board of Directors Company Board, at a meeting duly called and held on August 11, 2013, has unanimously, with Xxxxxxx abstaining, adopted resolutions, in accordance with the unanimous recommendation of the Company has taken all action necessary so that the provisions of Section 203 of the Delaware Act applicable to a "business combination" (as defined in Section 203 of the Delaware Act) will not apply to the acquisition by the Parent and the Purchaser of beneficial ownership of Company Shares pursuant to the Offer and the Merger, or to the execution, delivery or performance of this Agreement.Special Committee, (ci) The affirmative vote of the holders of a majority of the outstanding Company Shares on the applicable record date (the "COMPANY STOCKHOLDER APPROVAL"), if required by applicable Law, is the only vote of the holders of any class or series of the Company's capital stock necessary to approve the Merger determining that this Agreement and the consummation of the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Disinterested Stockholders, (ii) approving and declaring advisable this Agreement and the transactions contemplated hereby and (iii) determining to recommend that the stockholders of the Company vote to adopt this Agreement (such recommendation, the “Company Board Recommendation”), subject to the Company Board’s right to withdraw, modify or amend such recommendation in accordance with the requirements of Section 6.4.

Corporate Authorization; Approvals. (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers 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 Parent and Purchaser, this Agreement constitutes a valid and binding agreement of the Company, 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). (b) The Company's Board of Directors of the Company Directors, or an appropriate committee thereof, has taken (or will take prior to the Merger) all action necessary so that the provisions of Section 203 of the Delaware Act applicable to a "business combination" (as defined in Section 203 of the Delaware Actexemption contemplated by Rule 16b-3(e) will not apply to the acquisition by the Parent and the Purchaser of beneficial ownership of Company Shares promulgated pursuant to the Offer Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the Merger, or "Exchange Act") is applicable to the executiondisposition of Shares, delivery or performance options to acquire Shares and appreciation rights based on the Shares in connection with the Merger by all directors and/or officers of this Agreementthe Company. (c) The affirmative vote of the holders of a majority of the outstanding Company Shares on the applicable record date (the "COMPANY STOCKHOLDER APPROVALStockholder Approval"), if required by applicable Law, ) is the only vote of the holders of any class or series of the Company's capital stock necessary to approve the Merger and the consummation of the transactions contemplated hereby.