Common use of Authorization of Merger Clause in Contracts

Authorization of Merger. (a) All corporate action ------------------------ necessary by Acquisition Sub and Parent to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby shall have been duly and validly taken, and Acquisition Sub shall have full right and power to merge on the terms provided herein. The Company's stockholders shall have approved the Merger at the Special Meeting called for that purpose. (b) All consents, approvals and authorizations from third Persons and Governmental Authorities identified on Schedule 2.05 required to consummate the transactions contemplated by this Agreement shall have been obtained. (c) All applicable waiting periods under the HSR Act shall have expired or been terminated.

Authorization of Merger. (a) All corporate action ------------------------ necessary by Acquisition Sub and Parent to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby shall have been duly and validly taken, and Acquisition Sub shall have full right and power to merge on the terms provided herein. The Company's stockholders shareholders shall have approved the Merger at the Special Meeting called for that purpose. (b) All consents, approvals and authorizations from third Persons and Governmental Authorities identified on Schedule 2.05 required to consummate the transactions contemplated by this Agreement shall have been obtained. (c) All applicable waiting periods under the HSR Act shall have expired or been terminated.