Common use of Power, Authorization and Validity Clause in Contracts

Power, Authorization and Validity. 2.2.1 Each 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 and documents to which each Company and each Shareholder is or will be a party that are required to be executed pursuant to this Agreement (the "Ancillary Documents"). The execution, delivery and performance of this Agreement and the Ancillary Documents have been duly and validly approved and authorized by each Company's shareholders and Board of Directors and all necessary actions under applicable law. 2.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable each Company and each Shareholder to enter into, and to perform their respective obligations under, this Agreement and the Ancillary Documents, except for such qualifications and filings as may be required to comply with applicable securities laws of such jurisdictions 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 Documents are, or when executed by the Signing Companies and the Shareholders will be, valid and binding obligations of the Signing Companies and the Shareholders enforceable against the Signing Companies 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. 2.2.1 Each Company Trustee and Principals each Shareholder has have the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, and all agreements and documents to which each Company and each Shareholder Trustee or Principals is or will be a party that are required to be executed pursuant to this Agreement (the ( "Ancillary DocumentsAgreements"). The execution, delivery and performance of this Agreement and the Ancillary Documents Agreements have been duly and validly approved and authorized by each Company's Trustee and Unitholder, as appropriate. No vote of the shareholders of the either Trustee and Board Unitholder is required by its constitution or applicable law with respect to the due authorization and approval of Directors and all necessary actions under applicable lawthis 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 each Company Trustee and each Shareholder Principals to enter into, and to perform their respective obligations under, this Agreement and the Ancillary Documents, except for such qualifications and filings as may be required to comply with applicable securities laws of such jurisdictions as may be required in connection with the transactions contemplated by this AgreementAgreements. 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 Documents Agreements are, or when executed by the Signing Companies Trustee and the Shareholders Principals will be, valid and binding obligations of the Signing Companies Trustee and the Shareholders each Principal enforceable against the Signing Companies Trustee and the Shareholders 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.

Power, Authorization and Validity. 2.2.1 Each Company and each Shareholder 3.2.1 Parent has the corporate right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, and all agreements and documents to which each Company and each Shareholder Parent is or will be a party that are required to be executed pursuant to this Agreement (the "Parent Ancillary DocumentsAgreements"). The execution, delivery and performance of this Agreement and the Parent Ancillary Documents Agreements have been duly and validly approved and authorized by each Company's shareholders and Board of Directors and all necessary actions under applicable lawcorporate action on the part of Parent. The Parent Stock to be issued to the Shareholders in the Merger will be , upon such issuance, duly authorized, validly issued, fully paid and non-assessable, and, except as provided in this Agreement and the Escrow Agreement, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever. 2.2.2 3.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable each Company and each Shareholder Parent to enter into, and to perform their respective its obligations under, this Agreement and the Parent Ancillary DocumentsAgreements, except for (a) the filing of the Agreement of Merger with the Secretary of State of the State of Delaware, (b) such qualifications and filings as may be required to comply with applicable federal and state securities laws laws, (c) the filing of such jurisdictions as may be required in connection a share listing with the transactions contemplated by this Agreement. All such qualifications and filings will, London Stock Exchange in respect of the Parent Stock to be issued in the case of qualifications, be effective on the ClosingMerger, and will, in (d) filings required under the case of filings, be made within the time prescribed by applicable lawHSR Act. 2.2.3 3.2.3 This Agreement and the Parent Ancillary Documents Agreements are, or when executed by the Signing Companies and the Shareholders Parent will be, valid and binding obligations of the Signing Companies and the Shareholders Parent, enforceable against the Signing Companies and the Shareholders Parent 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, and (b) rules of law governing specific performance, injunctive relief and other equitable remedies remedies; provided, however, that the Agreement of Merger and (c) the enforceability Parent Ancillary Agreements will not be effective until the earlier of provisions requiring indemnification in connection with the offering, issuance Effective Time or sale of securitiesthe date provided for therein.

Power, Authorization and Validity. 2.2.1 Each Company and each Shareholder (a) Odetics has the right, power, legal capacity requisite corporate power and authority to enter into and perform its obligations under this Agreement, and all agreements and documents to which each Company and each Shareholder is or will be a party that are required to be executed pursuant to this Agreement (the "Ancillary Documents"). The execution, delivery and performance of this Agreement and the Ancillary Documents have been duly and validly approved and authorized by each Company's shareholders and the Board of Directors of Odetics. Odetics is not in material violation of its Certificate of Incorporation or Bylaws as currently in effect as of the date hereof. Odetics has provided MMA with true and all necessary actions under applicable lawcomplete copies of the Certificate of Incorporation and Bylaws of Odetics, as currently in effect as of the date hereof. 2.2.2 (b) No filing, filing with or authorization or approval, governmental or otherwise, approval of any Governmental Authority on behalf of Odetics is necessary to enable each Company and each Shareholder Odetics to enter into, and to perform their respective its obligations under, this Agreement and the Ancillary Documents, except for (i) such qualifications and filings as may be required to comply with applicable federal and state securities laws of laws; and (ii) filings, authorizations or approvals where the failure to make or obtain such jurisdictions as may filings, authorizations or approvals would not reasonably be required in connection expected to have a Material Adverse Effect or substantially interfere with the ability of.Odetics to consummate 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 lawhereby. 2.2.3 (c) This Agreement and the Ancillary Documents areis, or when executed by the Signing Companies and the Shareholders Odetics will be, the valid and binding obligations obligation of the Signing Companies and the Shareholders Odetics, enforceable against the Signing Companies and the Shareholders in accordance with their respective its terms, except as to the effect, if any, of (ai) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (bii) rules of law or principles of equity governing specific performance, injunctive relief and other equitable remedies remedies, and (ciii) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities.

Power, Authorization and Validity. 2.2.1 Each Company and each Shareholder 3.2.1 Buyer has the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, and all agreements and documents to which each Company and each Shareholder Buyer is or will be a party that are required to be executed pursuant to this Agreement (the "“Buyer Ancillary Documents"Agreements”). The execution, delivery and performance of this Agreement and the Buyer Ancillary Documents Agreements have been duly and validly approved and authorized by each Company's shareholders Buyer’s board of directors in compliance with applicable law and Board the certificate of Directors incorporation and all necessary actions under applicable lawbylaws of the Buyer. Buyer has authorized a sufficient number of shares of its capital stock to effect the terms of the Merger as described in this Agreement. 2.2.2 3.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable each Company and each Shareholder Buyer to enter into, and to perform their respective its obligations under, this Agreement and the Buyer Ancillary DocumentsAgreements, except for (a) the filing of the Certificates of Merger with the Delaware Secretary of State, and the filing of appropriate documents with the relevant authorities of other states in which Buyer is qualified to do business, if any, and (b) such qualifications and filings as may be required to comply with applicable federal and state securities laws of such jurisdictions 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 lawlaws. 2.2.3 3.2.3 This Agreement and the Buyer Ancillary Documents Agreements are, or when executed by the Signing Companies and the Shareholders Buyer will be, valid and binding obligations of the Signing Companies and the Shareholders Buyer enforceable against the Signing Companies 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; provided, however, that the Certificates of Merger will not be effective until filed with the Delaware of State.