Common use of Merger Co. Authority; Noncontravention Clause in Contracts

Merger Co. Authority; Noncontravention. (a) Merger Co. has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Merger Co. Stockholder Approval, to perform its obligations hereunder and to consummate the Merger. The execution, delivery and performance by Merger Co. of this Agreement, and the consummation of the Merger, have been duly authorized and approved by its sole director, and except for obtaining the Merger Co. Stockholder Approval for the adoption of this Agreement, no other corporate action on the part of Merger Co. is necessary to authorize the execution, delivery and performance by Merger Co. of this Agreement and the consummation by it of the Merger. This Agreement has been duly executed and delivered by Merger Co. and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of Merger Co, enforceable against Merger Co in accordance with its terms, except that such enforceability may be limited by the Bankruptcy and Equity Exception. (b) Neither the execution and delivery of this Agreement by Merger Co. nor the consummation by Merger Co. of the Merger, nor compliance by Merger Co. with any of the terms or provisions hereof, will (i) conflict with or violate any provision of the Amended and Restated Certificate of Incorporation or bylaws of the Merger Co. or (ii) violate any law, judgment, writ or injunction of any governmental authority applicable to Merger Co. or any of its properties or assets. Except for the Merger Co. Stockholder Approval, no consent, waiver, approval, order, permit or authorization of, or declaration or filing with, or notification to, any person or governmental body is required on the part of Merger Co. in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

Merger Co. Authority; Noncontravention. (a) Merger Co. has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Merger Co. Stockholder Approval, to perform its obligations hereunder and to consummate the Merger. The execution, delivery and performance by Merger Co. of this Agreement, and the consummation of the Merger, have been duly authorized and approved by its sole directorBoard of Directors, and except for obtaining the Merger Co. Stockholder Approval for the adoption of this AgreementApproval, no other corporate action on the part of Merger Co. is necessary to authorize the execution, delivery and performance by Merger Co. of this Agreement and the consummation by it of the Merger. This Agreement has been duly executed and delivered by Merger Co. and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of Merger CoCo., enforceable against Merger Co Co. in accordance with its terms, except that such enforceability may be limited by the Bankruptcy and Equity Exception. (b) Neither the execution and delivery of this Agreement by Merger Co. nor the consummation by Merger Co. of the Merger, nor compliance by Merger Co. with any of the terms or provisions hereof, will (i) conflict with or violate any provision of the Amended and Restated Certificate certificate of Incorporation incorporation or bylaws of the Merger Co. or (ii) violate any law, judgment, writ or injunction of any governmental authority applicable to Merger Co. or any of its properties or assets. Except for the Merger Co. Stockholder Approval, no consent, waiver, approval, order, permit or authorization of, or declaration or filing with, or notification to, any person or governmental body is required on the part of Merger Co. in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

Merger Co. Authority; Noncontravention. (a) Merger Co. has all necessary corporate limited liability company power and authority to execute and deliver this Agreement and, subject to as a result of obtaining the Merger Co. Stockholder Member Approval, to perform its obligations hereunder and to consummate the Merger. The execution, delivery and performance by Merger Co. of this Agreement, and the consummation of the Merger, have been duly authorized and approved by its sole directormember, and except for obtaining the Merger Co. Stockholder Member Approval for the adoption of this Agreement, no other corporate limited liability company action on the part of Merger Co. is necessary to authorize the execution, delivery and performance by Merger Co. of this Agreement and the consummation by it of the Merger. This Agreement has been duly executed and delivered by Merger Co. and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of Merger CoCo., enforceable against Merger Co Co. in accordance with its terms, except that such enforceability may be limited by the Bankruptcy and Equity Exception. (b) Neither the execution and delivery of this Agreement by Merger Co. nor the consummation by Merger Co. of the Merger, nor compliance by Merger Co. with any of the terms or provisions hereof, will (i) conflict with or violate any provision of the Amended and Restated Certificate limited liability company agreement of Incorporation or bylaws of the Merger Co. or (ii) violate any law, judgment, writ or injunction of any governmental authority applicable to Merger Co. or any of its properties or assets. Except for the Merger Co. Stockholder Member Approval, no consent, waiver, approval, order, permit or authorization of, or declaration or filing with, or notification to, any person or governmental body is required on the part of Merger Co. in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

Merger Co. Authority; Noncontravention. (a) Merger Co. has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Merger Co. Stockholder Approval, to perform its obligations hereunder and to consummate the Merger. The execution, delivery and performance by Merger Co. of this Agreement, and the consummation of the Merger, have been duly authorized and approved by its sole director, and except for obtaining the Merger Co. Stockholder Approval for the adoption of this Agreement, no other corporate action on the part of Merger Co. is necessary to authorize the execution, delivery and performance by Merger Co. of this Agreement and the consummation by it of the Merger. This Agreement has been duly executed and delivered by Merger Co. and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of Merger Co, enforceable against Merger Co in accordance with its terms, except that such enforceability may be limited by the Bankruptcy and Equity Exception. (b) Neither the execution and delivery of this Agreement by Merger Co. nor the consummation by Merger Co. of the Merger, nor compliance by Merger Co. with any of the terms or provisions hereof, will (i) conflict with or violate any provision of the Amended and Restated Certificate of Incorporation or bylaws of the Merger Co. or (ii) violate any law, judgment, writ or injunction of any governmental authority applicable to Merger Co. or any of its properties or assets. Except for the Merger Co. Stockholder Approval, no consent, waiver, approval, order, permit or authorization of, or declaration or filing with, or notification to, any person or governmental body is required on the part of Merger Co. in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

Merger Co. Authority; Noncontravention. (a) Merger Co. has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Merger Co. Stockholder Approval, to perform its obligations hereunder and to consummate the Merger. The execution, delivery and performance by Merger Co. of this Agreement, and the consummation of the Merger, have been duly authorized and approved by its sole directorBoard of Directors, and except for obtaining the Merger Co. Stockholder Approval for the adoption of this Agreement, no other corporate action on the part of Merger Co. is necessary to authorize the execution, delivery and performance by Merger Co. of this Agreement and the consummation by it of the Merger. This Agreement has been duly executed and delivered by Merger Co. and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of Merger Co, enforceable against Merger Co in accordance with its terms, except that such enforceability may be limited by the Bankruptcy and Equity Exception. (b) Neither the execution and delivery of this Agreement by Merger Co. nor the consummation by Merger Co. of the Merger, nor compliance by Merger Co. with any of the terms or provisions hereof, will (i) conflict with or violate any provision of the Amended and Restated Certificate of Incorporation or bylaws of the Merger Co. or (ii) violate any law, judgment, writ or injunction of any governmental authority applicable to Merger Co. or any of its properties or assets. Except for the Merger Co. Stockholder Approval, no consent, waiver, approval, order, permit or authorization of, or declaration or filing with, or notification to, any person or governmental body is required on the part of Merger Co. in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.