Power, Authorization and Validity Clause Samples

Power, Authorization and Validity. 3.2.1 DoveBid has the corporate right, power and authority to enter into and perform its obligations under this Agreement, and all agreements to which DoveBid is or will be a party that are required to be executed pursuant to this Agreement (the "DoveBid Ancillary Agreements"). The execution, delivery and performance of this Agreement and the DoveBid Ancillary Agreements have been duly and validly approved and authorized by DoveBid's Board of Directors. 3.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable DoveBid to enter into, and to perform its obligations under, this Agreement and the DoveBid Ancillary Agreements, except for (a) the filing of appropriate documents with the relevant authorities of California and Delaware and other states in which DoveBid is qualified to do business, if any, and (b) such filings as may be required to comply with federal and state securities laws (which filings will be accomplished within the time required by law). 3.2.3 This Agreement and the DoveBid Ancillary Agreements are, or when executed by DoveBid will be, valid and binding obligations of DoveBid enforceable against DoveBid 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. The execution, delivery and performance of this Agreement and the Ancillary Agreements by the Levy Trust has been duly and validly approved and authorized as required by law and its governing trust instrument. 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. Each Party represents that it has the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, and all agreements to which the Party is or will be a party that are required to be executed pursuant to this Agreement. The execution, delivery and performance of this Agreement have been duly and validly approved and authorized by the Party’s authorized organ (e.g. board of directors).

Power, Authorization and Validity. (a) Parent has the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement and the Certificate of Merger, the Voting Agreements, the Option Agreement, the Development Agreement, the Escrow Agreement, and the Loan Agreement (collectively, the “Parent Ancillary Agreements”). The execution, delivery and performance of this Agreement and the Parent Ancillary Agreements have been duly and validly approved and authorized by all necessary corporate and stockholder action on the part of Parent. Merger Sub has the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement and the Certificate of Merger (the “Merger Sub Ancillary Agreement”). The execution, delivery and performance of this Agreement and the Merger Sub Ancillary Agreement have been duly and validly approved and authorized by all necessary corporate and stockholder action on the part of Merger Sub. (b) No filing, authorization, consent or approval, governmental or otherwise, is necessary to enable Parent and Merger Sub to enter into, and to perform their respective obligations under, this Agreement, the Parent Ancillary Agreements or the Merger Sub Ancillary Agreement, except for: (i) the filing of the Certificate of Merger with the Delaware Secretary of State; (ii) such post-closing filings as may be required to comply with federal and state securities laws; and (iii) the filing with the SEC and the effectiveness of the registration statements for the S-8 and for the resale S-3 under the 1933 Act that is required to be filed by Parent after the Effective Time pursuant to the terms and conditions of this Agreement. (c) This Agreement and the Parent Ancillary Agreements are valid and binding obligations of Parent enforceable against Parent in accordance with their respective terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (ii) rules of law governing specific performance, injunctive relief and other equitable remedies, and (iii) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities. This Agreement and the Merger Sub Ancillary Agreement are valid and binding obligations of Merger Sub enforceable against Merger Sub in accordance with their respective terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting...

Power, Authorization and Validity. 3.2.1 Excite and Sub have the right, power, legal capacity and authority to enter into and perform their obligations under this Agreement, and all agreements to which Excite or Sub is or will be a party that are required to be executed pursuant to this Agreement (the "Excite Ancillary Agreements"). The execution, delivery and performance of this Agreement and the Excite Ancillary Agreements have been duly and validly approved and authorized by Excite's Board of Directors and Sub's Board of Directors and sole stockholder. 3.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable Excite or Sub to enter into, and to perform its obligations under, this Agreement and the Excite Ancillary Agreements, except for (a) the filing of the Agreement of Merger with the Delaware Secretary of State, the filing of appropriate documents with the relevant authorities of other states in which Excite and Sub are qualified to do business, if any; and (b) such filings as may be required to comply with federal and state securities laws. 3.2.3 This Agreement and the Excite Ancillary Agreements are, or when executed by Excite and/or Sub (as applicable) will be, valid and binding obligations of Excite and Sub enforceable 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 or contribution in connection with the offering, issuance or sale of securities; provided, however, that the Agreement of Merger will not be effective until filed with the Delaware Secretary of State.

Power, Authorization and Validity. The Company has the corporate power, legal capacity and corporate authority to enter into and perform its obligations under this Agreement and each of the Related Agreements to which it is a party. The execution, delivery and performance by the Company of this Agreement and each of the Related Agreements to which it is a party have been duly and validly approved and authorized by all necessary corporate action on its part. No authorization, consent, or approval, governmental or otherwise, is necessary to enable the Company to enter into the Agreement or any Related Agreement to which it is a party and to perform its obligations hereunder or thereunder. This Agreement is, and each of the Related Agreements to which it is a party when executed and delivered by the Company will be, the valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Power, Authorization and Validity. (a) Target has the right, power, legal capacity and authority: (i) to carry on its business as now conducted and as proposed to be conducted; (ii) to own, use and lease its properties in the manner in which its properties are currently owned, used and leased and in the manner in which its properties are proposed to be owned, used and leased; (iii) to perform its obligations under all Target Contracts; and (iv) subject to stockholder approval of this Agreement and the Merger, to enter into and perform its obligations under this Agreement and all other agreements to which Target is or will be a party that are required to be executed pursuant to this Agreement (collectively with this Agreement, the "TARGET MERGER AGREEMENTS"). The execution, delivery and performance of the Target Merger Agreements have been duly and validly approved and authorized by Target's Board of Directors and Target's Board of Directors has determined to recommend that the Target Stockholders approve and adopt this Agreement and the Merger. Target Stockholders holding a sufficient number of shares to approve this Agreement and the Merger have executed a Voting Agreement in the form attached hereto as Exhibit H. --------- (b) No filing, authorization or approval with any governmental body, is necessary to enable Target to enter into and perform its obligations under the Target Merger Agreements, except for: (i) the filing of the Certificate of Merger with the Delaware Secretary of State and the filing of appropriate documents with the relevant authorities of other states in which Target is qualified to do business, if any; (ii) such filings as may be required to comply with federal and state securities laws; (iii) approval by the Target Stockholders of the transactions contemplated hereby; and (iv) consents required under Contracts disclosed in Section 4.16 of the Target Disclosure Schedule as exceptions to the representations made in Section 4.16 of this Agreement. (c) The Target Merger Agreements are, or when executed by Target will be, valid and binding obligations of Target enforceable in accordance with their respective terms, except as to the effect, if any, of: (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally; (ii) rules of law governing specific performance, injunctive relief and other equitable remedies; and (iii) the enforceability of provisions requiring indemnification; provided, however, that the Certificate of Merger will not be e...

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. 2.2.1 Trustee and Principals each have the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, and all agreements to which Trustee or Principals is or will be a party that are required to be executed pursuant to this Agreement ( "Ancillary Agreements"). The execution, delivery and performance of this Agreement and the Ancillary Agreements have been duly and validly approved and authorized by Trustee and Unitholder, as appropriate. No vote of the shareholders of the either Trustee and Unitholder is required by its constitution or applicable law with respect to the due authorization and approval of this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby. 2.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable Trustee and Principals to enter into, and to perform their respective obligations under, this Agreement and the Ancillary Agreements. 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 Trustee and Principals will be, valid and binding obligations of Trustee and each Principal enforceable against Trustee and each Principal in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy or insolvency 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.