Common use of Corporate Proceedings, etc Clause in Contracts

Corporate Proceedings, etc. The Company has full corporate power to execute and deliver the Company Transaction Documents (including this Agreement), to perform its obligations thereunder and, subject to obtaining the approval of its stockholders specified in Section 3.1, to consummate the transactions contemplated thereby. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the Merger) have been duly and validly authorized by all necessary corporate action on the part of the Company, subject, in the case of the consummation by it of the Merger, to the approval of the Company's stockholders specified in the previous sentence. This Agreement has been duly executed and delivered by the Company and is a legal, valid and binding obligation of the Company enforceable in accordance with its terms (except that insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies).

Corporate Proceedings, etc. The Company has full corporate power to execute and deliver the Company Transaction Documents (including this Agreement)to which it is a party, to perform its obligations thereunder hereunder and, subject to obtaining the approval of its stockholders specified in Section 3.1, to consummate the transactions contemplated therebyhereby. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the Merger) have been duly and validly authorized by all necessary corporate action on the part of the Company, subject, in the case of the consummation by it of the Merger, to the approval of the Company's stockholders specified in the previous sentence. This Agreement has been duly executed and delivered by the Company and is a legal, valid and binding obligation of the Company enforceable in accordance with its terms (except that insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies).