Common use of Corporate Proceedings, etc Clause in Contracts

Corporate Proceedings, etc. (a) The Company has authorized the execution, delivery, and performance of the Transaction Documents and each of the transactions and agreements contemplated hereby and thereby. No other corporate action (other than stockholder approval of the issuance of the Shares hereunder) is necessary to authorize such execution, delivery and performance of the Transaction Documents, and upon such execution and delivery by the parties thereto each of the Transaction Documents shall constitute the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and general principles of equity. The Company has authorized the issuance and delivery of the Shares in accordance with this Agreement. (b) Each Merger Sub has authorized the execution, delivery, and performance of this Agreement and each of the transactions contemplated hereby. No other corporate action of a Merger Sub (including stockholder approval) is necessary to authorize such execution, delivery and performance of this Agreement, and upon such execution and delivery by the parties thereto this Agreement shall constitute the valid and binding obligation of each Merger Sub, enforceable against such Merger Sub in accordance with its terms, except that such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and general principles of equity.

Corporate Proceedings, etc. (a) The Company Each of ZGNA and ZBI has authorized the execution, delivery, and performance of the Transaction Documents and each of the transactions and agreements contemplated hereby and thereby. No other corporate action (other than including stockholder approval of the issuance of the Shares hereunderapproval) is necessary to authorize such execution, delivery and performance of the Transaction Documents, and upon such execution and delivery by the parties thereto each of the Transaction Documents shall constitute the valid and binding obligation of the CompanyZGNA and ZBI, enforceable against ZGNA and ZBI in accordance with its terms, except that such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and general principles of equity. Each of ZGNA and ZBI has authorized the Company Mergers in accordance with this Agreement. (b) The Contributed Subsidiaries have authorized the execution, delivery, and performance of this Agreement and each of the transactions contemplated hereby. No other corporate action (including stockholder approval) is necessary to authorize such execution, delivery and performance of this Agreement, and upon such execution and delivery by the parties thereto this Agreement shall constitute the valid and binding obligation of the Contributed Subsidiaries, enforceable against them in accordance with its terms, except that such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and general principles of equity. The Company has Contributed Subsidiaries have authorized the issuance and delivery of the Shares Mergers in accordance with this Agreement. (b) Each Merger Sub has authorized the execution, delivery, and performance of this Agreement and each of the transactions contemplated hereby. No other corporate action of a Merger Sub (including stockholder approval) is necessary to authorize such execution, delivery and performance of this Agreement, and upon such execution and delivery by the parties thereto this Agreement shall constitute the valid and binding obligation of each Merger Sub, enforceable against such Merger Sub in accordance with its terms, except that such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and general principles of equity.

Corporate Proceedings, etc. (a) The Company has authorized the executionrequisite authority to execute, deliverydeliver, and performance of the Transaction Documents perform its obligations under this Agreement and to consummate each of the transactions contemplated hereby. The execution and agreements delivery of this Agreement by the Company and the performance by the Company of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by the special independent committee of the Board consisting of Xxxxxxx Xxxxxxx and therebyXxxxxx Xxxxxxx (the "Special Committee"), under the authority vested in the Special Committee by the Board. No other corporate or stockholder action (other than stockholder approval of the issuance of the Shares hereunderStockholder Approval (as defined herein)) is necessary to authorize such execution, delivery and performance of the Transaction Documentsthis Agreement, and upon such execution and delivery by the parties thereto each of the Transaction Documents this Agreement shall constitute the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and general principles of equity. The Company has authorized the issuance and delivery of the Exchangeable Notes and the Second Closing Shares in accordance with this Agreement. (b) Each Merger Sub has authorized the executionAgreement and, delivery, and performance of this Agreement and each except for receipt of the transactions contemplated herebyStockholder Approval, no further corporate or stockholder action is required in connection with such issuance and delivery. No other corporate action of a Merger Sub (including stockholder approval) is necessary to authorize such execution, delivery and performance of this Agreement, and upon such Upon execution and delivery by of the parties thereto this Agreement Exchangeable Notes, the Exchangeable Notes shall constitute the valid and binding obligation of each Merger Subthe Company, enforceable against such Merger Sub the Company in accordance with its their terms, except that such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and general principles of equity.

Corporate Proceedings, etc. (a) The Company has authorized the executionrequisite authority to execute, deliverydeliver, and performance of the Transaction Documents perform its obligations under this Agreement and to consummate each of the transactions contemplated hereby. The execution and agreements delivery of this Agreement by the Company and the performance by the Company of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by the Board, including the special independent committee of the Board consisting of Xxxxxxx Xxxxxxx and therebyXxxxxx Xxxxxxx (the "Special Committee"). No other corporate or stockholder action (other than stockholder approval of the issuance of the Shares hereunderStockholder Approval (as defined herein)) is necessary to authorize such execution, delivery and performance of the Transaction Documentsthis Agreement, and upon such execution and delivery by the parties thereto each of the Transaction Documents this Agreement shall constitute the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and general principles of equity. The Company has authorized the issuance and delivery of the Exchangeable Notes and the Second Closing Shares in accordance with this Agreement. (b) Each Merger Sub has authorized the executionAgreement and, delivery, and performance of this Agreement and each except for receipt of the transactions contemplated herebyStockholder Approval, no further corporate or stockholder action is required in connection with such issuance and delivery. No other corporate action of a Merger Sub (including stockholder approval) is necessary to authorize such execution, delivery and performance of this Agreement, and upon such Upon execution and delivery by of the parties thereto this Agreement Exchangeable Notes, the Exchangeable Notes shall constitute the valid and binding obligation of each Merger Subthe Company, enforceable against such Merger Sub the Company in accordance with its their terms, except that such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and general principles of equity.

Corporate Proceedings, etc. (a) The Company has authorized the executionrequisite authority to execute, deliverydeliver, and performance of the Transaction Documents perform its obligations under this Agreement and to consummate each of the transactions contemplated hereby. The execution and agreements delivery of this Agreement by the Company and the performance by the Company of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by the special independent committee of the Board consisting of Xxxxxxx Xxxxxxx and therebyXxxxxx Xxxxxxx (the “Special Committee”), under the authority vested in the Special Committee by the Board. No other corporate or stockholder action (other than stockholder approval of the issuance of the Shares hereunderStockholder Approval (as defined herein)) is necessary to authorize such execution, delivery and performance of the Transaction Documentsthis Agreement, and upon such execution and delivery by the parties thereto each of the Transaction Documents this Agreement shall constitute the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' ’ rights and general principles of equity. The Company has authorized the issuance and delivery of the Exchangeable Notes and the Second Closing Shares in accordance with this Agreement. (b) Each Merger Sub has authorized the executionAgreement and, delivery, and performance of this Agreement and each except for receipt of the transactions contemplated herebyStockholder Approval, no further corporate or stockholder action is required in connection with such issuance and delivery. No other corporate action of a Merger Sub (including stockholder approval) is necessary to authorize such execution, delivery and performance of this Agreement, and upon such Upon execution and delivery by of the parties thereto this Agreement Exchangeable Notes, the Exchangeable Notes shall constitute the valid and binding obligation of each Merger Subthe Company, enforceable against such Merger Sub the Company in accordance with its their terms, except that such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' ’ rights and general principles of equity.

Corporate Proceedings, etc. (a) The Company has authorized full corporate power to execute and deliver this Agreement, the executionWarrants and the Registration Rights Agreement (collectively, deliverythe "TRANSACTION DOCUMENTS"), to perform its obligations hereunder and performance of the Transaction Documents thereunder and each of to consummate the transactions and agreements contemplated hereby and thereby. No other corporate action (other than stockholder approval of the issuance of the Shares hereunder) is necessary to authorize such The execution, delivery and performance of the Transaction DocumentsDocuments by the Company and each of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company. No other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance of the Transaction Documents by the Company and each of the transactions contemplated hereby and thereby, and upon such execution and delivery (assuming the Transaction Documents are executed and delivered by the other parties thereto thereto), each of the Transaction Documents shall constitute the a valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that such enforcement (i) the enforceability hereof and thereof may be subject to applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws laws, now or hereafter hereinafter in effect relating to effect, affecting creditors' rights generally, and general principles of equity. The Company has authorized (ii) the issuance and delivery availability of the Shares in accordance with this Agreement. (b) Each Merger Sub has authorized the execution, delivery, and remedy of specific performance or injunctive or other forms of this Agreement and each of the transactions contemplated hereby. No other corporate action of a Merger Sub (including stockholder approval) is necessary to authorize such execution, delivery and performance of this Agreement, and upon such execution and delivery by the parties thereto this Agreement shall constitute the valid and binding obligation of each Merger Sub, enforceable against such Merger Sub in accordance with its terms, except that such enforcement equitable relief may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating equitable defenses and would be subject to creditors' rights and general principles the discretion of equitythe court before which any proceeding therefor may be brought.

Corporate Proceedings, etc. (a) The Company has authorized full corporate power to execute and deliver the executionCompany Transaction Documents, deliveryto perform its obligations hereunder and thereunder and, and performance subject to obtaining the necessary approval of the Transaction Documents and each of Company Voting Matters (as defined in Section 6.3) to consummate the transactions and agreements contemplated hereby and thereby. No other corporate action (other than stockholder approval of the issuance of the Shares hereunder) is necessary to authorize such The execution, delivery and performance of the Company Transaction DocumentsDocuments by the Company and each of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company, subject to the approval of the Company Voting Matters. Except for approval of the Company Voting Matters, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance of the Company Transaction Documents by the Company and each of the transactions contemplated hereby and thereby, and upon such execution and delivery by the parties thereto delivery, each of the Company Transaction Documents shall constitute the a valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that such enforcement (i) the enforceability hereof and thereof may be subject to applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws laws, now or hereafter hereinafter in effect relating to effect, affecting creditors' rights generally, and general principles (ii) the availability of equitythe remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. The Company has authorized the issuance and delivery of the Shares and the Warrant in accordance with this Agreement. (b) Each Merger Sub has authorized Agreement and, subject to the execution, delivery, and performance of this Agreement and each issuance of the transactions contemplated hereby. No other corporate action Warrant, the Company has reserved for issuance the shares of a Merger Sub (including stockholder approval) is necessary to authorize such execution, delivery and performance Company Common Stock issuable upon exercise of this Agreement, and upon such execution and delivery by the parties thereto this Agreement shall constitute the valid and binding obligation of each Merger Sub, enforceable against such Merger Sub in accordance with its terms, except that such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and general principles of equityWarrant.

Corporate Proceedings, etc. (a) The Company Each of Mutual and Holding has authorized the executionrequisite corporate power to execute and deliver, deliveryto perform its obligations under, and performance of to consummate the Transaction Documents transactions contemplated by, this Agreement and each Ancillary Agreement to which it is a party. The execution and delivery of this Agreement and each Ancillary Agreement by each of Mutual and Holding, and the consummation by them of the transactions and agreements contemplated hereby and thereby. No , have been duly authorized by all necessary corporate action and no other corporate action (other than stockholder approval proceedings on the part of the issuance of the Shares hereunder) is Mutual and Holding that are necessary to authorize such executionthis Agreement or any Ancillary Agreement. This Agreement has been duly executed and delivered by each of Mutual and Holding and, delivery and performance of assuming the Transaction Documentsdue authorization, and upon such execution and delivery by the other parties thereto each of hereto, constitutes the Transaction Documents shall constitute the legal, valid and binding obligation of the CompanyMutual and Holding, enforceable against the Company each of Mutual and Holding in accordance with its respective terms, except that such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and general principles of equity. The Company has authorized As of the issuance Closing Date, each Ancillary Agreement will have been duly executed and delivered to Mutual by Coventry, and, subject to the due execution and delivery of the Shares in accordance with this Agreement. (b) Each Merger Sub has authorized the execution, delivery, and performance of this Agreement and each of the transactions contemplated hereby. No other corporate action of a Merger Sub (including stockholder approval) is necessary to authorize such execution, delivery and performance of this Agreement, and upon such execution and delivery agreements by the other parties thereto this thereto, each Ancillary Agreement shall constitute executed by Mutual constitutes the legal, valid and binding obligation of each Merger SubMutual and Holding, enforceable against such Merger Sub each of Mutual and Holding in accordance with its respective terms, except that such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and general principles of equity.

Corporate Proceedings, etc. (a) The Company has authorized the executionrequisite authority to execute, deliverydeliver, and performance of the Transaction Documents perform its obligations under this Agreement and to consummate each of the transactions contemplated hereby. The execution and agreements delivery of this Agreement by the Company and the performance by the Company of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by the Board, including the special independent committee of the Board consisting of Xxxxxxx Xxxxxxx and therebyXxxxxx Xxxxxxx (the “Special Committee”). No other corporate or stockholder action (other than stockholder approval of the issuance of the Shares hereunderStockholder Approval (as defined herein)) is necessary to authorize such execution, delivery and performance of the Transaction Documentsthis Agreement, and upon such execution and delivery by the parties thereto each of the Transaction Documents this Agreement shall constitute the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' ’ rights and general principles of equity. The Company has authorized the issuance and delivery of the Exchangeable Notes and the Second Closing Shares in accordance with this Agreement. (b) Each Merger Sub has authorized the executionAgreement and, delivery, and performance of this Agreement and each except for receipt of the transactions contemplated herebyStockholder Approval, no further corporate or stockholder action is required in connection with such issuance and delivery. No other corporate action of a Merger Sub (including stockholder approval) is necessary to authorize such execution, delivery and performance of this Agreement, and upon such Upon execution and delivery by of the parties thereto this Agreement Exchangeable Notes, the Exchangeable Notes shall constitute the valid and binding obligation of each Merger Subthe Company, enforceable against such Merger Sub the Company in accordance with its their terms, except that such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' ’ rights and general principles of equity.