Common use of Authorization of the Transaction Clause in Contracts

Authorization of the Transaction. (a) Buyer has full power and authority and ▇▇▇▇▇▇▇▇ has the legal capacity to execute and deliver this Agreement and each Ancillary Agreement to which the Buyer or ▇▇▇▇▇▇▇▇ is a party and to perform its respective obligations hereunder and thereunder. The execution, delivery and performance by the Buyer of this Agreement and each Ancillary Agreement to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Buyer, and no other Action on the part of the Buyer is necessary to authorize the execution, delivery or performance of this Agreement or each Ancillary Agreement to which Buyer is a party and the consummation of the transactions contemplated hereby or thereby. This Agreement has been, and each Ancillary Agreement to which Buyer or ▇▇▇▇▇▇▇▇ is a party will be, duly executed and delivered by the Buyer or ▇▇▇▇▇▇▇▇ and this Agreement constitutes, and each Ancillary Agreement, upon execution and delivery by the Buyer and ▇▇▇▇▇▇▇▇ will each constitute, a valid and binding obligation of the Buyer and ▇▇▇▇▇▇▇▇, enforceable in accordance with their terms, subject to the Enforceability Exceptions. (b) The Company has full power and authority to execute and deliver each Ancillary Agreement to which it is a party and to perform its obligations thereunder. The execution, delivery and performance by the Company of each Ancillary Agreement to which it is a party and the consummation of the transactions contemplated thereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other Action on the part of the Company is necessary to authorize the execution, delivery or performance of each Ancillary Agreement to which it is a party and the consummation of the transactions contemplated thereby. Each Ancillary Agreement to which the Company is a party will be, duly executed and delivered by the Company and constitutes, and each Ancillary Agreement, upon execution and delivery by the Company will each constitute, a valid and binding obligation of the Company, enforceable in accordance with their terms, subject to the Enforceability Exceptions.

Authorization of the Transaction. (a) Buyer has full power and authority and ▇▇▇▇▇▇▇▇ has the legal capacity to execute and deliver this Agreement and each Ancillary Agreement to which the Buyer or ▇▇▇▇▇▇▇▇ is a party and to perform its respective obligations hereunder and thereunder. The execution, delivery and performance by the Buyer Company of this Agreement and Agreement, each Ancillary Agreement other agreement, document, instrument or certificate contemplated hereby, to which it the Company is a party or at the Closing will be a party, and the consummation of each of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action the Company, and no other act or proceeding on the part of the BuyerCompany, and no other Action on the part of Company Board or the Buyer Stockholders is necessary to authorize the execution, delivery or performance by the Company of this Agreement or each Ancillary Agreement other agreement, document, instrument or certificate contemplated hereby, to which Buyer the Company is a party and or at the Closing will be a party, or the consummation of any of the transactions contemplated hereby and thereby, other than the Written Consent and the approval of this Agreement and the transactions contemplated by this Agreement, including the Merger, by the Company Board. On or therebyprior to the date of this Agreement, the Company Board has, at a meeting duly called and held in which all directors were present, unanimously determined that this Agreement and the transactions contemplated by this Agreement, including the Merger, are fair to and in the best interest of the Company and the holders of Company Capital Stock, and adopted resolutions (i) approving this Agreement, and (ii) declaring this Agreement and the Merger advisable and directed that this Agreement be submitted to the holders of Company Capital Stock for their adoption, which resolutions have not been subsequently withdrawn or modified in a manner adverse to Parent. This Agreement has been, and each Ancillary Agreement to which Buyer or ▇▇▇▇▇▇▇▇ is a party will be, been duly executed and delivered by the Buyer or ▇▇▇▇▇▇▇▇ Company, and this Agreement constitutes, and each Ancillary Agreementother agreement, upon execution and delivery by the Buyer and ▇▇▇▇▇▇▇▇ will each constitutedocument, a valid and binding obligation of the Buyer and ▇▇▇▇▇▇▇▇instrument or certificate contemplated hereby, enforceable in accordance with their terms, subject to the Enforceability Exceptions. (b) The Company has full power and authority to execute and deliver each Ancillary Agreement to which it is a party and to perform its obligations thereunder. The execution, delivery and performance by the Company of each Ancillary Agreement to which it is a party and the consummation of the transactions contemplated thereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other Action on the part of the Company is necessary to authorize the execution, delivery or performance of each Ancillary Agreement to which it is a party and the consummation of the transactions contemplated thereby. Each Ancillary Agreement to which the Company is a party or at the Closing will be, duly executed and delivered by the Company and constitutes, and each Ancillary Agreementbe a party, upon execution and delivery by the Company will each constitute, a valid and binding obligation of the Company, enforceable against the Company in accordance with their its terms, subject except as such enforceability may be limited by (x) bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to or limiting creditors’ rights generally, and (y) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies (the “Enforceability Exceptions”).

Authorization of the Transaction. (a) Buyer has full power and authority and ▇▇▇▇▇▇▇▇ has the legal capacity to execute and deliver this Agreement and each Ancillary Agreement to which the Buyer or ▇▇▇▇▇▇▇▇ is a party and to perform its respective obligations hereunder and thereunder. The execution, delivery and performance by the Buyer Companies of this Agreement Agreement, and each of the Ancillary Agreement Agreements to which it any Company is a party and the consummation of each of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action each Company and no other act or proceeding on the part of the Buyerany Company, and no other Action on the part its manager or board of the Buyer managers or its equityholders is necessary to authorize the execution, delivery or performance by such Company of this Agreement or each of the Ancillary Agreement Agreements to which Buyer any Company is a party and or the consummation of any of the transactions contemplated hereby and thereby. On or therebyprior to the date hereof, the manager or board of managers of each Company, at a meeting duly called and held in which all managers were present, unanimously determined that this Agreement and the transactions contemplated by this Agreement, are fair to and in the best interest of such Company, as applicable, and adopted resolutions by a unanimous vote (i) approving this Agreement and (ii) declaring this Agreement advisable, which resolutions have not been subsequently withdrawn or modified in a manner adverse to Buyer. This Agreement has been, and each Ancillary Agreement to which Buyer or ▇▇▇▇▇▇▇▇ is a party will be, been duly executed and delivered by the Buyer or ▇▇▇▇▇▇▇▇ each Company, and this Agreement constitutes, and each Ancillary Agreement, Agreement upon execution and delivery by the Buyer and ▇▇▇▇▇▇▇▇ will each constitute, a valid and binding obligation of the Buyer and ▇▇▇▇▇▇▇▇, enforceable in accordance with their terms, subject to the Enforceability Exceptions. (b) The Company has full power and authority to execute and deliver each Ancillary Agreement to which it is a party and to perform its obligations thereunder. The execution, delivery and performance by the Company of each Ancillary Agreement to which it is a party and the consummation of the transactions contemplated thereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other Action on the part of the Company is necessary to authorize the execution, delivery or performance of each Ancillary Agreement to which it is a party and the consummation of the transactions contemplated thereby. Each Ancillary Agreement to which the Company is a party will be, duly executed and delivered by the Company and constitutes, and each Ancillary Agreement, upon execution and delivery by the such Company will each constitute, a valid and binding obligation of the such Company, enforceable against such Company in accordance with their its terms, subject except as such enforceability may be limited by (x) bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to or limiting creditors’ rights generally and (y) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies (the “Enforceability Exceptions”).