Common use of Power, Authorization and Validity Clause in Contracts

Power, Authorization and Validity. (a) Zhone and Sub each has the corporate right, power, legal capacity and authority to execute and deliver, and to consummate the transactions contemplated by, the Transaction Documents to which it is or will be a party and to perform its obligations under each of them. The execution and delivery of, and the consummation of the transactions contemplated by, each of the Transaction Documents to which Zhone or Sub is or will be a party, the Zhone 1999 Stock Option Plan, and each Zhone Stock Option Agreement has been duly and validly approved and authorized by all necessary corporate action. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is required by or with respect to Zhone or Sub in connection with the execution and delivery of, and the consummation by them of the transactions contemplated by, any of the Transaction Documents to which either of them is or will be a party, or the Zhone 1999 Stock Option Plan or any Zhone Stock Option Agreement, except for the filing of the Agreement of Merger and officers' certificates with the office of the Secretary of State of the State of California, the filing of appropriate documents with the relevant authorities of other states in which OptaPhone is qualified to do business, and such filings under federal and state securities laws as have already been completed or which are not yet due. (c) Each of the Transaction Documents to which Zhone or Sub is or will be a party, the Zhone 1999 Stock Option Plan, and each Zhone Stock Option Agreement has been, or upon its execution and delivery by Zhone or Sub will have been, duly executed and delivered by it and constitutes or will constitute upon its execution and delivery, a valid and binding obligation of Zhone or Sub, enforceable in accordance with its terms.

Power, Authorization and Validity. (a) Zhone and Sub each has the corporate right, power, legal capacity and authority to execute and deliver, and to consummate the transactions contemplated by, the Transaction Documents to which it is or will be a party and to perform its obligations under each of them. The execution and delivery of, and the consummation of the transactions contemplated by, each of the Transaction Documents to which Zhone or Sub is or will be a party, the Zhone 1999 Stock Option Plan, and each Zhone Stock Option Agreement has been duly and validly approved and authorized by all necessary corporate action. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is required by or with respect to Zhone or Sub in connection with the execution and delivery of, and the consummation by them of the transactions contemplated by, any of the Transaction Documents to which either of them is or will be a party, or the Zhone 1999 Stock Option Plan or any Zhone Stock Option Agreement, except for the filing of the Agreement of Merger and officers' ’ certificates with the office of the Secretary of State of the State of California, the filing of appropriate documents with the relevant authorities of other states in which OptaPhone CAG is qualified to do business, and such filings under federal and state securities laws as have already been completed or which are not yet due. (c) Each of the Transaction Documents to which Zhone or Sub is or will be a party, the Zhone 1999 Stock Option Plan, and each Zhone Stock Option Agreement has been, or upon its execution and delivery by Zhone or Sub will have been, duly executed and delivered by it and constitutes or will constitute upon its execution and delivery, a valid and binding obligation of Zhone or Sub, enforceable in accordance with its terms.

Power, Authorization and Validity. (a) Zhone and Sub each has the corporate right, power, legal capacity and authority to execute and deliver, and to consummate the transactions contemplated by, the Transaction Documents to which it is or will be a party and to perform its obligations under each of them. The execution and delivery of, and the consummation of the transactions contemplated by, each of the Transaction Documents to which Zhone or Sub is or will be a party, the Zhone 1999 Stock Option Plan, and each Zhone Stock Option Agreement has been duly and validly approved and authorized by all necessary corporate action. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is required by or with respect to Zhone or Sub in connection with the execution and delivery of, and the consummation by them of the transactions contemplated by, any of the Transaction Documents to which either of them is or will be a party, or the Zhone 1999 Stock Option Plan or any Zhone Stock Option Agreement, except for the filing of the Agreement of Merger and officers' certificates with the office of the Secretary of State of the State of California, the filing of appropriate documents with the relevant authorities of other states in which OptaPhone CAG is qualified to do business, and such filings under federal and state securities laws as have already been completed or which are not yet due. (c) Each of the Transaction Documents to which Zhone or Sub is or will be a party, the Zhone 1999 Stock Option Plan, and each Zhone Stock Option Agreement has been, or upon its execution and delivery by Zhone or Sub will have been, duly executed and delivered by it and constitutes or will constitute upon its execution and delivery, a valid and binding obligation of Zhone or Sub, enforceable in accordance with its terms.

Power, Authorization and Validity. (a) Zhone and Sub each CVI has the all requisite corporate right, power, legal capacity and authority to execute and deliver, and to consummate the transactions contemplated by, this Agreement and each of the other Transaction Documents to which it CVI is or will be a party and to perform its obligations under each of them. The execution and delivery of, and the consummation of the transactions contemplated by, this Agreement and each of the other Transaction Documents to which Zhone or Sub CVI is or will be a party, the Zhone 1999 Stock Option Plan, and each Zhone Stock Option Agreement party has been duly and validly approved and authorized by the Board of Directors of CVI and all other necessary corporate actionaction on the part of CVI, except for approval by the CVI Stockholders. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is required by or with respect to Zhone or Sub CVI in connection with the execution and delivery of, and the consummation by them CVI of the transactions contemplated by, this Agreement or any of the other Transaction Documents to which either of them CVI is or will be a party, or to permit CVI to continue after the Zhone 1999 Stock Option Plan or any Zhone Stock Option AgreementAcquisition, except for the filing of the Agreement of Merger and officers' certificates with the office of the Secretary of State of the State of Californiawithout material change, the filing business activities of appropriate documents with the relevant authorities of other states in which OptaPhone is qualified CVI as currently conducted and as proposed to do business, and such filings under federal and state securities laws as have already been completed or which are not yet duebe conducted. (c) Each This Agreement and each of the other Transaction Documents to which Zhone or Sub CVI is or will be a party, the Zhone 1999 Stock Option Plan, and each Zhone Stock Option Agreement party has been, or upon its execution and delivery by Zhone or Sub CVI will have been, duly executed and delivered by it and CVI and, subject to any required CVI Stockholder approval of that Transaction Document, constitutes or will constitute upon its execution and delivery, a valid and binding obligation of Zhone or SubCVI, enforceable against CVI in accordance with its terms.