Common use of Authorization; Validity of Agreement; Company Action Clause in Contracts

Authorization; Validity of Agreement; Company Action. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the Transactions, have been duly and validly authorized by the Company Board of Directors and, no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the Transactions, subject, in the case of the Merger, to receipt of the Company Stockholder Approval described in Section 4.3(b), and the filing of the Certificate of Merger as required under the DGCL. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof by Parent and Purchaser, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) The only consent or vote of holders of any class or series of capital stock of the Company necessary under the DGCL to adopt this Agreement is the affirmative vote at a stockholders meeting of the holders of a majority of the Shares entitled to vote thereon (the “Company Stockholder Approval”). The written consent or affirmative vote of the holders of Shares, or any of them, is not necessary to consummate any Transaction other than the Merger.

Authorization; Validity of Agreement; Company Action. (a) The Company Each of the Purchaser and the Parent has all necessary corporate power and authority to execute and deliver this AgreementAgreement and the agreements and other documents to be entered into by it hereunder, to perform its obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated hereunder and thereunder. The execution, delivery and performance by each of the Company Purchaser and the Parent of this Agreement, and the agreements and other documents to be entered into by it hereunder and the consummation by it the Purchaser and the Parent of the Transactionstransactions contemplated hereunder and thereunder, have been duly and validly authorized by the Company Board board of Directors and, directors of each of the Purchaser and the Parent and no other corporate action proceeding on the part of the Company Purchaser or the Parent is necessary to authorize the execution execution, delivery and delivery performance by the Company Purchaser and the Parent of this Agreement and the agreements and other documents to be entered into by each hereunder or the consummation by it of the Transactions, subject, in the case of the Merger, to receipt of the Company Stockholder Approval described in Section 4.3(b), and the filing of the Certificate of Merger as required under the DGCLArrangement. This Agreement has been duly and validly executed and delivered by the Company Purchaser and the Parent and, assuming due and valid authorization, execution and delivery hereof of this Agreement by Parent and Purchaserthe Company, is a valid and binding obligation of each of the Company Purchaser and the Parent enforceable against the Company each of them in accordance with its terms, except that (i) such as the enforcement thereof may be subject to applicable limited by bankruptcy, insolvency or and other similar laws, now or hereafter in effect, applicable Laws affecting the enforcement of creditors’ rights generally and (ii) subject to the remedy of specific performance and injunctive and other forms of qualification that equitable relief remedies may be subject to equitable defenses and to granted only in the discretion of the a court before which any proceeding therefor may be broughtof competent jurisdiction. (b) The only consent or vote of holders of any class or series of capital stock of the Company necessary under the DGCL to adopt this Agreement is the affirmative vote at a stockholders meeting of the holders of a majority of the Shares entitled to vote thereon (the “Company Stockholder Approval”). The written consent or affirmative vote of the holders of Shares, or any of them, is not necessary to consummate any Transaction other than the Merger.

Authorization; Validity of Agreement; Company Action. (a) The Company Each of the Purchaser and Acquireco has all necessary corporate power and authority to execute and deliver this AgreementAgreement and the agreements and other documents to be entered into by it hereunder, to perform its obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated hereunder and thereunder. The execution, delivery and performance by the Company Purchaser and Acquireco of this Agreement, the Arrangement and the agreements and other documents to be entered into by it hereunder and the consummation by it the Purchaser and Acquireco of the Transactionstransactions contemplated hereunder and thereunder, have been duly and validly authorized by the Company Board board of Directors and, directors of each of the Purchaser and Acquireco and no other corporate action proceeding on the part of the Company Purchaser or Acquireco is necessary to authorize the execution execution, delivery and delivery performance by the Company Purchaser and Acquireco of this Agreement and the consummation agreements and other documents to be entered into by it hereunder or the consummation of the Transactions, subject, in the case of the Merger, to receipt of the Company Stockholder Approval described in Section 4.3(b), and the filing of the Certificate of Merger as required under the DGCLArrangement. This Agreement has been duly and validly executed and delivered by the Company Purchaser and Acquireco and, assuming due and valid authorization, execution and delivery hereof of this Agreement by Parent and Purchaserthe Company, is a valid and binding obligation of each of the Company Purchaser and Acquireco enforceable against the Company each of them in accordance with its terms, except that (i) such as the enforcement thereof may be subject to applicable limited by bankruptcy, insolvency or and other similar laws, now or hereafter in effect, applicable Laws affecting the enforcement of creditors’ rights generally and (ii) subject to the remedy of specific performance and injunctive and other forms of qualification that equitable relief remedies may be subject to equitable defenses and to granted only in the discretion of the a court before which any proceeding therefor may be broughtof competent jurisdiction. (b) The only consent or vote of holders of any class or series of capital stock of the Company necessary under the DGCL to adopt this Agreement is the affirmative vote at a stockholders meeting of the holders of a majority of the Shares entitled to vote thereon (the “Company Stockholder Approval”). The written consent or affirmative vote of the holders of Shares, or any of them, is not necessary to consummate any Transaction other than the Merger.

Authorization; Validity of Agreement; Company Action. (a) The Company Each of Yooma and Subco has all necessary corporate power and authority to execute and deliver this AgreementAgreement and the agreements and other documents to be entered into by it hereunder, to perform its obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated hereunder and thereunder. The execution, delivery and performance by the Company Yooma and Subco of this Agreement, the Merger and the agreements and other documents to be entered into by either of them hereunder and the consummation by it Yooma and Subco of the Transactionstransactions contemplated hereunder and thereunder, have been duly and validly authorized by the Company Yooma Board, the Subco Board of Directors andand the Subco Shareholders, as applicable, and no other corporate action proceeding on the part of the Company Yooma or Subco is necessary to authorize the execution execution, delivery and delivery performance by the Company Yooma and Subco of this Agreement and the agreements and other documents to be entered into by them hereunder or the consummation by it of the Transactions, subject, in the case of the Merger, to receipt of the Company Stockholder Approval described in Section 4.3(b), and the filing of the Certificate of Merger as required under the DGCL. This Agreement has been duly and validly executed and delivered by the Company Yooma and Subco and, assuming due and valid authorization, execution and delivery hereof of this Agreement by Parent and PurchaserSocati, is a valid and binding obligation of the Company each of Yooma and Subco enforceable against the Company them in accordance with its terms, except that (i) such as the enforcement thereof may be subject to applicable limited by bankruptcy, insolvency or and other similar laws, now or hereafter in effect, applicable Laws affecting the enforcement of creditors’ rights generally and (ii) subject to the remedy of specific performance and injunctive and other forms of qualification that equitable relief remedies may be subject to equitable defenses and to granted only in the discretion of the a court before which any proceeding therefor may be broughtof competent jurisdiction. (b) The only consent or vote of holders of any class or series of capital stock of the Company necessary under the DGCL to adopt this Agreement is the affirmative vote at a stockholders meeting of the holders of a majority of the Shares entitled to vote thereon (the “Company Stockholder Approval”). The written consent or affirmative vote of the holders of Shares, or any of them, is not necessary to consummate any Transaction other than the Merger.

Authorization; Validity of Agreement; Company Action. (a) The Company has all necessary corporate power and authority to execute and deliver this AgreementAgreement and the agreements and other documents to be entered into by it hereunder, to perform its obligations hereunder and thereunder and, subject to obtaining the Company Shareholder Approval in the manner required by the Interim Order and approval of the Court, to consummate the Transactionstransactions contemplated hereunder and thereunder. The execution, delivery and performance by the Company of this Agreement, the Arrangement and the agreements and other documents to be entered into by it hereunder and the consummation by it the Company of the Transactionstransactions contemplated hereunder and thereunder, have been duly and validly authorized by the Company Board of Directors andBoard, and no other corporate action proceeding on the part of the Company is necessary to authorize in connection therewith, other than obtaining the execution and delivery approval by the Company of this Agreement and the consummation by it of the Transactions, subject, in the case of the Merger, to receipt Board of the Company Stockholder Approval described in Section 4.3(b), Circular and the filing of Company Shareholder Approval in the Certificate of Merger as manner required under by the DGCLInterim Order and Law and approval by the Court. This Agreement has been duly and validly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof of this Agreement by Parent the Purchaser and PurchaserAcquireco, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such as the enforcement thereof may be subject to applicable limited by bankruptcy, insolvency or and other similar laws, now or hereafter in effect, applicable Laws affecting the enforcement of creditors’ rights generally and (ii) subject to the remedy of specific performance and injunctive and other forms of qualification that equitable relief remedies may be subject to equitable defenses and to granted only in the discretion of the a court before which any proceeding therefor may be broughtof competent jurisdiction. (b) The only consent or vote of holders of any class or series of capital stock of the Company necessary under the DGCL to adopt this Agreement is the affirmative vote at a stockholders meeting of the holders of a majority of the Shares entitled to vote thereon (the “Company Stockholder Approval”). The written consent or affirmative vote of the holders of Shares, or any of them, is not necessary to consummate any Transaction other than the Merger.

Authorization; Validity of Agreement; Company Action. (a) The Company has all necessary corporate power and authority to execute and deliver this AgreementAgreement and the agreements and other documents to be entered into by it hereunder, and, subject to obtaining the Company Shareholder Approval in the manner required by the Interim Order and approval of the Court, to perform its obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated hereunder and thereunder. The execution, delivery and performance by the Company of this Agreement, the Arrangement and the agreements and other documents to be entered into by it hereunder and the consummation by it the Company of the Transactionstransactions contemplated hereunder and thereunder, have been duly and validly authorized by the Company Board of Directors andBoard, and no other corporate action proceeding on the part of the Company is necessary to authorize in connection therewith, other than obtaining the execution and delivery approval by the Company of this Agreement and the consummation by it of the Transactions, subject, in the case of the Merger, to receipt Board of the Company Stockholder Approval described in Section 4.3(b), Circular and the filing of Company Shareholder Approval in the Certificate of Merger as manner required under by the DGCLInterim Order and Law and approval by the Court. This Agreement has been duly and validly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof of this Agreement by Parent the Purchaser and PurchaserAcquireco, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such as the enforcement thereof may be subject to applicable limited by bankruptcy, insolvency or and other similar laws, now or hereafter in effect, applicable Laws affecting the enforcement of creditors’ rights generally and (ii) subject to the remedy of specific performance and injunctive and other forms of qualification that equitable relief remedies may be subject to equitable defenses and to granted only in the discretion of the a court before which any proceeding therefor may be brought. (b) The only consent or vote of holders of any class or series of capital stock of the Company necessary under the DGCL to adopt this Agreement is the affirmative vote at a stockholders meeting of the holders of a majority of the Shares entitled to vote thereon (the “Company Stockholder Approval”). The written consent or affirmative vote of the holders of Shares, or any of them, is not necessary to consummate any Transaction other than the Merger.competent jurisdiction.‌

Authorization; Validity of Agreement; Company Action. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the Transactions, have been duly and validly authorized by the Company Board of Directors and, no other corporate action on the part each of the Company is necessary to authorize the execution and delivery by the Company Acquisition of this Agreement and the consummation by it of the Transactions, subject, in Merger by the case Company and Acquisition are within the corporate powers and authority of the Merger, to receipt each of the Company Stockholder Approval described in Section 4.3(b)and Acquisition and have been duly authorized by all necessary corporate action, as the case may be, on the part of each of the Company and Acquisition. Each of the Company, as sole stockholder of Acquisition, and the Board of Directors of Acquisition has approved the Merger and no further corporate or stockholder action is required on the part of Acquisition in connection with the consummation of the Merger other than the filing of the Certificate of Merger as required under the DGCLcontemplated by this Agreement. This Agreement has been duly executed and delivered by each of the Company and Acquisition and, assuming due this Agreement constitutes the valid and valid authorizationbinding agreement of Marvel, execution and delivery hereof by Parent and Purchaser, is constitutes a valid and binding obligation of each of the Company and Acquisition, enforceable against the Company each such party in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other insolvency, fraudulent conveyance, reorganization, moratorium and similar laws, now or hereafter in effect, laws affecting creditors’ ' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses remedies and to general principles of equity. The execution and delivery of this Agreement does not, and the discretion consummation of the court before which transactions contemplated by this Agreement and compliance with the provisions of this Agreement, will not conflict with any proceeding therefor may be brought. (b) The only consent or vote of holders of any class or series of capital stock of the Company necessary under the DGCL to adopt this Agreement is the affirmative vote at a stockholders meeting provisions of the holders of a majority of the Shares entitled to vote thereon (the “Company Stockholder Approval”). The written consent Acquisition Certificate or affirmative vote of the holders of Shares, or any of them, is not necessary to consummate any Transaction other than the MergerAcquisition By-Laws.

Authorization; Validity of Agreement; Company Action. (a) The Company Socati has all necessary corporate power and authority to execute and deliver this AgreementAgreement and the agreements and other documents to be entered into by it hereunder, to perform its obligations hereunder and thereunder and, subject to obtaining written consent of more than 50% of the Socati Shareholders, to consummate the Transactionstransactions contemplated hereunder and thereunder. The execution, delivery and performance by the Company Socati of this Agreement, Agreement and the agreements and other documents to be entered into by it hereunder and the consummation by it Socati of the Transactionstransactions contemplated hereunder and thereunder, have been duly and validly authorized by the Company Board of Directors andSocati Board, and no other corporate action proceeding on the part of the Company Socati is necessary to authorize the execution execution, delivery and delivery performance by the Company Socati of this Agreement and the consummation agreements and other documents to be entered into by it of hereunder or the Transactions, subject, in the case consummation of the Merger, to receipt other than obtaining the approval by the Socati Board and the written consent of more than 50% of the Company Stockholder Approval described in Section 4.3(b), and the filing of the Certificate of Merger as required under the DGCLSocati Shareholders. This Agreement has been duly and validly executed and delivered by the Company Socati and, assuming due and valid authorization, execution and delivery hereof of this Agreement by Parent Yooma and PurchaserSubco, is a valid and binding obligation of the Company Socati enforceable against the Company it in accordance with its terms, except that (i) such as the enforcement thereof may be subject to applicable limited by bankruptcy, insolvency or and other similar laws, now or hereafter in effect, applicable Laws affecting the enforcement of creditors’ rights generally and (ii) subject to the remedy of specific performance and injunctive and other forms of qualification that equitable relief remedies may be subject to equitable defenses and to granted only in the discretion of the a court before which any proceeding therefor may be broughtof competent jurisdiction. (b) The only consent or vote of holders of any class or series of capital stock of the Company necessary under the DGCL to adopt this Agreement is the affirmative vote at a stockholders meeting of the holders of a majority of the Shares entitled to vote thereon (the “Company Stockholder Approval”). The written consent or affirmative vote of the holders of Shares, or any of them, is not necessary to consummate any Transaction other than the Merger.

Authorization; Validity of Agreement; Company Action. (a) The Company has all necessary the requisite corporate power and authority to execute and deliver this AgreementAgreement and the Voting Agreements, and, subject to perform its obligations hereunder and obtaining the Company Stockholder Approval, to consummate the Contemplated Transactions. The (i) execution, delivery and performance by the Company of this Agreement, Agreement and the Voting Agreements, (ii) consummation by it the Company of the Contemplated Transactions, (iii) Company Recommendation and (iv) direction that this Agreement and the Contemplated Transactions be submitted to the Company’s stockholders for the Company Stockholder Approval, have been duly and validly authorized by the Independent Committee and the Board. Except as set forth on Section 4.3 of the Company Board Disclosure Schedule, and except for obtaining the Company Stockholder Approval and the filing and recordation of Directors andappropriate merger documents as required by the DGCL, no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the Contemplated Transactions, subject, in the case of the Merger, to receipt of the Company Stockholder Approval described in Section 4.3(b), and the filing of the Certificate of Merger as required under the DGCL. This Agreement has been duly executed and delivered by the Company and, subject to the Company Stockholder Approval (assuming due and valid authorization, execution and delivery hereof by Parent and PurchaserSub), is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement as enforceability may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) limited by the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion Enforceability Exceptions. Each of the court before which any proceeding therefor may Voting Agreements, when duly and executed by the Company, will be brought. (b) The only consent or vote of holders of any class or series of capital stock a valid and binding obligation of the Company necessary under enforceable against the DGCL to adopt this Agreement is Company in accordance with its terms, except as enforceability may be limited by the affirmative vote at a stockholders meeting of the holders of a majority of the Shares entitled to vote thereon (the “Company Stockholder Approval”). The written consent or affirmative vote of the holders of Shares, or any of them, is not necessary to consummate any Transaction other than the MergerEnforceability Exceptions.