Common use of Power, Authorization and Validity Clause in Contracts

Power, Authorization and Validity. 2.2.1 The Company and each Shareholder has the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, and all agreements to which the Company and each Shareholder is or will be a party that are required to be executed pursuant to this Agreement (the "Ancillary Agreements"). The execution, delivery and performance of this Agreement and the Ancillary Agreements have been duly and validly approved and authorized by the Company's Board of Directors. No vote of the shareholders of the Company is required by the Articles of Incorporation, bylaws, other governing documents of the Company or applicable law with respect to the due authorization and approval of this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby. Each Shareholder is an "accredited investor" as such term is defined in Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"). 2.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable the Company or the Shareholders to enter into, and to perform their respective obligations under, this Agreement and the Ancillary Agreements, except for such qualifications and filings as may be required to comply with federal and state securities laws as may be required in connection with the transactions contemplated by this Agreement. All such qualifications and filings will, in the case of qualifications, be effective on the Closing, and will, in the case of filings, be made within the time prescribed by applicable law. 2.2.3 This Agreement and the Ancillary Agreements are, or when executed by the Company and the Shareholders will be, valid and binding obligations of the Company and the Shareholders enforceable against the Company and the Shareholders in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (b) rules of law governing specific performance, injunctive relief and other equitable remedies and (c) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities.

Power, Authorization and Validity. 2.2.1 The Company and each Shareholder has the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, and all agreements to which the Company and each Shareholder is or will be a party that are required to be executed pursuant to this Agreement (the "Ancillary Agreements"). The execution, delivery and performance of this Agreement and the Ancillary Agreements have been duly and validly approved and authorized by the Company's Board of Directors. No vote of Directors and the shareholders of the Company is required by the Articles of Incorporation, bylaws, other governing documents of the Company or applicable law with respect to the due authorization and approval of this Agreement, the Ancillary Agreements or the transactions contemplated hereby or therebyShareholders. Each Shareholder is an "accredited investor" as such term is defined in Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"). 2.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable the Company or the Shareholders to enter into, and to perform their respective obligations under, this Agreement and the Ancillary Agreements, except for such qualifications and filings as may be required to comply with federal and state securities laws as may be required in connection with the transactions contemplated by this Agreement. All such qualifications and filings will, in the case of qualifications, be effective on the Closing, and will, in the case of filings, be made within the time prescribed by applicable law. 2.2.3 This Agreement and the Ancillary Agreements are, or when executed by the Company and the Shareholders will be, valid and binding obligations of the Company and the Shareholders enforceable against the Company and the Shareholders in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (b) rules of law governing specific performance, injunctive relief and other equitable remedies and (c) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities.

Power, Authorization and Validity. 2.2.1 The Company Companies and each Shareholder has the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, and all agreements to which the Company Companies and each Shareholder is or will be a party that are required to be executed pursuant to this Agreement (the "Ancillary Agreements"). The execution, delivery and performance of this Agreement and the Ancillary Agreements have been duly and validly approved and authorized by each of the Company's Companies' Board of Directors. No vote of the shareholders of either of the Company Companies is required by the Articles of Incorporation, bylaws, other governing documents of the Company Companies or applicable law with respect to the due authorization and approval of this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby. Each Shareholder is an "accredited investor" as such term is defined in Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"). 2.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable the Company Companies or the Shareholders to enter into, and to perform their respective obligations under, this Agreement and the Ancillary Agreements, except for such qualifications and filings as may be required to comply with federal and state securities laws as may be required in connection with the transactions contemplated by this Agreement. All such qualifications and filings will, in the case of qualifications, be effective on the Closing, and will, in the case of filings, be made within the time prescribed by applicable lawbelow. 2.2.3 This Agreement and the Ancillary Agreements are, or when executed by the Company Companies and the Shareholders will be, valid and binding obligations of the Company Companies and the Shareholders enforceable against the Company Companies and the Shareholders in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (b) rules of law governing specific performance, injunctive relief and other equitable remedies and (c) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities.

Power, Authorization and Validity. 2.2.1 The Company and each Shareholder has the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, and all agreements to which the Company and each Shareholder is or will be a party that are required to be executed pursuant to this Agreement (the "Ancillary Agreements"). The execution, delivery and performance of this Agreement and the Ancillary Agreements have been duly and validly approved and authorized by the Company's Board of Directors. No vote of the shareholders of the Company is required by the Articles of Incorporation, bylaws, other governing documents of the Company or applicable law with respect to the due authorization and approval of this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby. Each Shareholder is an "accredited investor" as such term is defined in Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"). 2.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable the Company or the Shareholders to enter into, and to perform their respective obligations under, this Agreement and the Ancillary Agreements, except for such qualifications and filings as may be required to comply with federal and state securities laws as may be required in connection with the transactions contemplated by this Agreement. All such qualifications and filings will, in the case of qualifications, be effective on the Closing, and will, in the case of filings, be made within the time prescribed by applicable law. 2.2.3 This Agreement and the Ancillary Agreements are, or when executed by the Company and the Shareholders will be, valid and binding obligations of the Company and the Shareholders enforceable against the Company and the Shareholders in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (b) rules of law governing specific performance, injunctive relief and other equitable remedies and (c) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities.

Power, Authorization and Validity. 2.2.1 The Company Company, each Shareholder and each Shareholder Beneficiary has the right, power, legal capacity and authority (corporate or trust) to enter into and perform its obligations under this Agreement, and all agreements to which the Company and each Company, such Shareholder or such Beneficiary is or will be a party that are required to be executed pursuant to this Agreement (the "Ancillary Agreements"). The execution, delivery and performance of this Agreement and the Ancillary Agreements have been duly and validly approved and authorized by the Company's Board of Directors. No vote of the shareholders of the Company is required by the Articles of Incorporation, bylaws, other governing documents of the Company or applicable law with respect to the due authorization and approval of this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby. Each Shareholder is an "accredited investor" as such term is defined in Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"). 2.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable the Company Company, the Shareholders or the Shareholders Beneficiaries to enter into, and to perform their respective obligations under, this Agreement and the Ancillary Agreements, except for such qualifications and filings as may be required to comply with federal and state securities laws as may be required in connection with the transactions contemplated by this Agreement. All such qualifications and filings will, in the case of qualifications, be effective on the Closing, and will, in the case of filings, be made within the time prescribed by applicable lawbelow. 2.2.3 This Agreement and the Ancillary Agreements are, or when executed by the Company Company, the Shareholders and the Shareholders Beneficiaries will be, valid and binding obligations of the Company Company, the Shareholders and the Shareholders Beneficiaries enforceable against the Company Company, the Shareholders and the Shareholders Beneficiaries in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (b) rules of law governing specific performance, injunctive relief and other equitable remedies and (c) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities.

Power, Authorization and Validity. 2.2.1 The Company and each Shareholder has the corporate right, power, legal capacity power and authority to enter into and perform its obligations under this Agreement, and all agreements to which the Company and each Shareholder is or will be a party that are required to be executed pursuant to this Agreement (the "Ancillary Agreements"). The execution, execution and delivery and performance of this Agreement and the Ancillary Agreements have has been duly and validly approved and authorized by all necessary corporate action on the part of the Company, subject only to the approval of the Merger by the Company's Board of Directors. No vote of the shareholders of the Company is required by the Articles of Incorporation, bylaws, other governing documents of the Company or applicable law with respect to the due authorization and approval of this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby. Each Shareholder is an "accredited investor" as such term is defined in Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act")stockholders. 2.2.2 No consent, filing, authorization or approval, governmental or otherwise, is necessary required by or with respect to enable the Company or any of its subsidiaries in connection with the Shareholders to enter intoexecution and delivery of this Agreement, and to perform their respective obligations under, this Agreement and or the Ancillary Agreementsconsummation of the transactions contemplated hereby or thereby, except for (a) the filing of the Certificate of Merger and any other documents required to effectuate the Merger under Delaware Law and the filing of appropriate documents with the relevant authorities of the states in which the Company is qualified to do business, (b) such qualifications and filings as may be required to comply with federal and applicable state securities laws and the securities laws of any foreign country, (c) filings required under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as may be required in connection with amended, and the rules and regulations thereunder (the "HSR Act") and the antitrust and competition laws of the European Union and other jurisdictions, and (d) such other consents, filings, authorizations or approvals which, if not obtained or made, would not have a Material Adverse Effect on the Company or any of its subsidiaries and would not prevent, or materially alter or delay any of the transactions contemplated by this Agreement. All such qualifications and filings will, in the case of qualifications, be effective on the Closing, and will, in the case of filings, be made within the time prescribed by applicable law. 2.2.3 This Agreement has been duly executed and the Ancillary Agreements are, or when executed delivered by the Company and the Shareholders will be, constitute valid and binding obligations of the Company and the Shareholders enforceable against the Company and the Shareholders in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, generally and (b) rules of law governing specific performance, injunctive relief and other equitable remedies and (c) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securitiesremedies.

Power, Authorization and Validity. 2.2.1 The Company 4.2.1 Each of Asymetrix and each Shareholder Merger Sub has the corporate right, power, legal capacity and authority to enter into and perform its respective obligations under this Agreement, and all agreements to which the Company Asymetrix and each Shareholder is Merger Sub are or will be a party that are required to be executed pursuant to this Agreement (the "Asymetrix Ancillary Agreements"). The execution, delivery ------------------------------ and performance of this Agreement and the Asymetrix Ancillary Agreements have been duly and validly approved and authorized by all necessary corporate action on the Company's Board part of Directors. No vote each of the shareholders of the Company is required by the Articles of Incorporation, bylaws, other governing documents of the Company or applicable law with respect to the due authorization Asymetrix and approval of this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby. Each Shareholder is an "accredited investor" as such term is defined in Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act")Merger Sub. 2.2.2 4.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable the Company or the Shareholders each of Asymetrix and Merger Sub to enter into, and to perform their its respective obligations under, this Agreement and the Asymetrix Ancillary Agreements, except for (a) the filing of the Certificate of Merger with the New York Secretary of State, (b) the filing of a Certificate of Merger with the Delaware Secretary of State, (c) the filing of appropriate documents with the relevant authorities of other states in which Asymetrix is qualified to do business, if any, and (d) such qualifications and filings as may be required to comply with federal and state securities laws as may be required in connection with the transactions contemplated by this Agreement. All such qualifications and filings will, in the case of qualifications, be effective on the Closing, and will, in the case of filings, be made within the time prescribed by applicable lawlaws. 2.2.3 4.2.3 This Agreement and the Asymetrix Ancillary Agreements are, or when executed by the Company Asymetrix and the Shareholders Merger Sub will be, valid and binding obligations of the Company each of Asymetrix and the Shareholders Merger Sub enforceable against the Company and the Shareholders in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (b) rules of law governing specific performance, injunctive relief and other equitable remedies remedies, and (c) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities; provided, however, that the Certificate of Merger will not be effective until the Effective Time.

Power, Authorization and Validity. 2.2.1 The Company and each Shareholder (a) Target has the requisite corporate right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, Agreement and all agreements to which the Company and each Shareholder Target is or will be a party that are required to be executed pursuant to as contemplated by this Agreement (the "Target Ancillary Agreements"). The execution, delivery and performance of this Agreement and the Target Ancillary Agreements by Target have been duly and validly approved by Target's board of directors and authorized by the Company's Board of Directors. No vote of the shareholders of the Company is Target Shareholders, as required by the Articles of Incorporation, bylaws, other governing documents of the Company or applicable law with respect to the due authorization and approval of this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby. Each Shareholder is an "accredited investor" as such term is defined in Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act")Law. 2.2.2 No (b) Except for the Merger Filings and the Required Consents, no filing, authorization authorization, approval or approvalconsent, governmental or otherwise, is necessary to enable the Company or the Shareholders Target to enter into, and to perform their respective its obligations under, this Agreement and the Target Ancillary Agreements. (c) This Agreement has been duly and validly executed and delivered by Target and the Target Principal Shareholder. Assuming the due authorization, execution, and delivery thereof by Axtive and Newco, this Agreement constitutes, and the Target Ancillary Agreements, except for such qualifications and filings as may be required to comply with federal and state securities laws as may be required in connection with the transactions contemplated by this Agreement. All such qualifications and filings will, in the case of qualifications, be effective on the Closing, and will, in the case of filings, be made within the time prescribed by applicable law. 2.2.3 This Agreement and the Ancillary Agreements are, or when executed and delivered by the Company and the Shareholders Target, will beconstitute, valid and binding obligations of the Company Target and the Shareholders Target Principal Shareholder, as the case may be, enforceable against the Company and the Shareholders each of them in accordance with their respective terms, except as to the effect, if any, of of: (ai) applicable bankruptcy and Applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws affecting the rights of creditors generally, ; (bii) rules Rules of law Law governing specific performance, injunctive relief and other equitable remedies and remedies; and (ciii) Any rights to indemnification being limited under applicable securities Laws; provided, however, that the enforceability Target Ancillary Agreements will not be effective until the earlier of provisions requiring indemnification in connection with the offering, issuance date set forth therein or sale of securitiesthe Effective Time.

Power, Authorization and Validity. 2.2.1 The (a) Company and each Shareholder has the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, Agreement and all agreements to which the Company and each Shareholder is or will be a party that are required to be executed pursuant to this Agreement (the "Ancillary AgreementsCOMPANY ANCILLARY AGREEMENTS"). The execution, delivery and performance of this This Agreement and the Company Ancillary Agreements have been duly and validly approved and authorized by the Company's Board of Directors. No vote of the shareholders of the Company is required by the Articles of Incorporation, bylaws, other governing documents of the Company or applicable law with respect to the due authorization and approval of this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby. Each Shareholder is an "accredited investor" as such term is defined in Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"). 2.2.2 (b) No filing, authorization authorization, consent or approval, governmental or otherwise, or filing with any governmental authority or court is necessary to enable the Company or the Shareholders to enter into, and to perform their respective obligations under, this Agreement and Agreement, the Company Ancillary Agreements, Agreements except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware; (ii) such qualifications filings and filings notifications as may be required to comply with federal and state securities laws as may be required made by Company in connection with the transactions contemplated by this Agreement. All such qualifications Merger under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR ACT") and filings will, the expiration of applicable waiting periods under the HSR Act; and (iii) consents required under contracts disclosed in the case of qualifications, be effective on the Closing, and will, in the case of filings, be made within the time prescribed by applicable lawSchedule 2.5. 2.2.3 (c) This Agreement and the Company Ancillary Agreements are, or when executed by the Company and the Shareholders will be, valid and binding obligations of the Company and the Shareholders enforceable against the Company and the Shareholders in accordance with their respective terms, except as subject only to the effect, if any, of (ai) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (bii) rules of law governing specific performance, injunctive relief and other equitable remedies remedies, and (ciii) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities; provided, however, that the Company Ancillary Agreements will not be effective until the date provided for therein.

Power, Authorization and Validity. 2.2.1 The Company and each Shareholder has the right, power, legal capacity limited liability company power and authority to enter into and perform its obligations under this Agreement, Agreement and all agreements to which the and documents that Company and each Shareholder is or will be a party that are required to be executed execute pursuant to this Agreement (collectively, the "“Company Ancillary Agreements"”). The execution, execution and delivery and performance of this Agreement and the Company Ancillary Agreements provided for herein have been duly and validly approved and authorized by all necessary limited liability company action by Company. Each Seller has the Company's Board of Directors. No vote of the shareholders of the Company right and legal capacity to enter into and perform such Seller’s respective obligations under this Agreement and all agreements and documents that such Seller is required by to execute pursuant to this Agreement (the Articles of Incorporation“Members Ancillary Agreements”). (a) No material authorization, bylaws, other governing documents of the consent or approval from a Governmental Body or material filing with any Governmental Body is necessary to enable Company or applicable law with respect Sellers to the due authorization and approval of enter into or perform their respective obligations under this Agreement, the Company Ancillary Agreements or the transactions contemplated hereby or thereby. Each Shareholder is an "accredited investor" as such term is defined in Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act")Members Ancillary Agreements. 2.2.2 No filing(b) This Agreement has been duly executed and delivered by Company and Sellers. This Agreement is, authorization or approval, governmental or otherwise, is necessary to enable and the Company or the Shareholders to enter into, and to perform their respective obligations under, this Agreement and the Ancillary Agreements, except for such qualifications and filings as may be required to comply with federal and state securities laws as may be required in connection with the transactions contemplated by this Agreement. All such qualifications and filings will, in the case of qualifications, be effective on the Closing, and will, in the case of filings, be made within the time prescribed by applicable law. 2.2.3 This Agreement and the Ancillary Agreements are, or when executed and delivered by the Company and the Shareholders will be, valid and binding obligations of the Company and the Shareholders enforceable against the Company and the Shareholders in accordance with their respective terms, except as subject only to the effect, if any, of (ai) applicable bankruptcy and other similar laws affecting the rights of creditors generally, and (bii) rules of law governing specific performance, injunctive relief and other equitable remedies (the “Enforceability Exceptions”). This Agreement is, and (c) the enforceability Members Ancillary Agreements when executed and delivered by Sellers will be, valid and binding obligations of provisions requiring indemnification Sellers enforceable against Sellers in connection accordance with their respective terms, subject only to the offering, issuance or sale of securitiesEnforceability Exceptions.

Power, Authorization and Validity. 2.2.1 The Company and each Shareholder Corsa has the corporate right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, Agreement and all agreements to which the Company and each Shareholder Corsa is or will be a party that are required to be executed pursuant to this Agreement (the "Corsa Ancillary Agreements"). The execution, delivery and performance of this This Agreement and the Corsa Ancillary Agreements have been duly and validly approved and authorized by the Company's Corsa Board of Directors. No vote of the shareholders of the Company is Directors and shareholders, as required by the Articles applicable law. The Corsa Board of Incorporation, bylaws, other governing documents of the Company or applicable law with respect to the due authorization and Director approval of this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby. Each Shareholder is an "accredited investor" attached hereto as such term is defined in Rule 501 promulgated under the Securities Act of 1933, as amended Exhibit 2.2.1 (the "Securities ActCorsa Board Approval"). 2.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable the Company or the Shareholders Corsa to enter into, and to perform their respective its obligations under, this Agreement and the Corsa Ancillary Agreements, except for (a) such qualifications and filings as may be required to comply with federal and state securities laws laws, (b) consents required under contracts disclosed in Exhibit 2.5 as may be required in connection with exceptions to the transactions contemplated by this Agreement. All such qualifications and filings will, representation made in the case last sentence of qualifications, be effective on Section 2.5 below and (c) the Closing, and will, in approval of the case shareholders of filings, be made within the time prescribed by applicable lawCorsa. 2.2.3 This Agreement and the Corsa Ancillary Agreements are, or when executed and delivered by the Company Corsa and the Shareholders other parties thereto will be, valid and binding obligations of the Company and the Shareholders Corsa enforceable against the Company and the Shareholders Corsa (as applicable) in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, generally and (b) rules of law governing specific performance, injunctive relief and other equitable remedies and (c) remedies; provided, however, that the enforceability Corsa Ancillary Agreements will not be effective until the earlier of provisions requiring indemnification in connection with the offering, issuance Closing Date or sale of securitiesthe date provided for therein.