Common use of Power, Authorization and Validity Clause in Contracts

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 effective until filed with the Delaware Secretary of State.

Power, Authorization and Validity. (a) Target Itec has the right, power, legal capacity and authorityauthority to: (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; and (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 Merger Agreements to which Target Itec is or will be a party that are required to be executed pursuant to this Agreement (collectively with this Agreement, the "TARGET ITEC MERGER AGREEMENTS"). The execution, delivery and performance of the Target Itec Merger Agreements have been duly and validly approved and authorized by TargetItec's Board of Directors Directors, and Targetas required, by Merger Sub'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. ---------Directors. (b) No filing, authorization or approval with any approval, governmental bodyor otherwise, is necessary to enable Target Itec to enter into and perform its obligations under the Target Itec Merger Agreements, except for: (i) the filing of the Certificate of Merger with the Delaware and California Secretary of State and the filing of appropriate documents with the relevant authorities of other states in which Target Itec is qualified to do business, if any; (ii) such filings as may be required to comply with federal and state securities laws; and (iii) approval by the Target Stockholders such other approvals as of the transactions contemplated hereby; and (iv) consents required under Contracts disclosed in Section 4.16 of the Target Disclosure Schedule as exceptions which Itec has made Rose Waste aware prior to the representations made in Section 4.16 execution of this Agreement. (c) The Target Itec Merger Agreements are, or when executed by Target Itec will be, valid and binding obligations of Target Itec 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 indemnificationindemnification in connection with the offering, issuance or sale of securities; provided, however, that the Certificate of Merger will not be effective until filed with the Delaware and California Secretary of State.

Power, Authorization and Validity. (a) Target Acquirer has the right, power, legal capacity and authorityauthority to: (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; and (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 Merger Agreements to which Target Acquirer is or will be a party that are required to be executed pursuant to this Agreement (collectively with this Agreement, the "TARGET ACQUIRER MERGER AGREEMENTS"). The execution, delivery and performance of the Target Acquirer Merger Agreements have been duly and validly approved and authorized by TargetAcquirer's Board of Directors Directors, and Targetas required, by Merger Sub'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. ---------Directors. (b) No filing, authorization or approval with any approval, governmental bodyor otherwise, is necessary to enable Target Acquirer to enter into and perform its obligations under the Target Acquirer 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 Acquirer is qualified to do business, if any; (ii) such filings as may be required to comply with federal and state securities laws; and (iii) approval by the Target Stockholders of the transactions contemplated hereby; and (iv) consents required under Contracts disclosed such other approvals as set forth in Section 4.16 5.2(b) of the Target Disclosure Schedule as exceptions to the representations made in Section 4.16 of this AgreementSchedule. (c) The Target Acquirer Merger Agreements are, or when executed by Target Acquirer will be, valid and binding obligations of Target Acquirer 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 indemnificationindemnification in connection with the offering, issuance or sale of securities; provided, however, that the Certificate of Merger will not be effective until filed with the Delaware Secretary of State.

Power, Authorization and Validity. (a) Target Rose Waste 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 Rose Waste Contracts; and (iv) subject to stockholder and director approval of this Agreement and the Merger, to enter into and perform its obligations under this Agreement and all other agreements to which Target Rose Waste is or will be a party that are required to be executed pursuant to this Agreement (collectively with this Agreement, the "TARGET ROSE WASTE MERGER AGREEMENTS"). The execution, delivery and performance of the Target Rose Waste Merger Agreements have been duly and validly approved and authorized by TargetRose Waste'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. ---------Rose Waste Stockholders. (b) No filing, authorization or approval with any governmental body, is necessary to enable Target Rose Waste to enter into and perform its obligations under the Target Rose Waste Merger Agreements, except for: (i) the filing of the Certificate of Merger with the Delaware Secretary and California Secretaries of State and the filing of appropriate documents with the relevant authorities of other states in which Target Rose Waste 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 Rose Waste 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 AgreementContracts. (c) The Target Rose Waste Merger Agreements are, or when executed by Target Rose Waste will be, valid and binding obligations of Target Rose Waste 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 effective until filed with the Delaware Secretary and California Secretaries of State.

Power, Authorization and Validity. (a) 2.2.1 Target has the corporate 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, authority to enter into and perform its obligations under this Agreement and all under the Escrow Agreement and the other agreements to which be signed by Target is in connection with this Agreement (the "Target Ancillary Agreements"). This Agreement and the Target Ancillary Agreements have been or will be a party that are required to be duly executed pursuant to this Agreement (collectively with this Agreement, the "TARGET MERGER AGREEMENTS")and delivered by Target. The execution, delivery and performance of this Agreement and the Target Merger Ancillary Agreements have been duly and validly approved and authorized by Target's all necessary corporate action on the part of Target (other than the approval and adoption of this Agreement by the shareholders of Target as required under California Law). The Board of Directors and Target's Board of Directors Target has (a) unanimously determined to recommend that the Merger is advisable and fair and in the best interests of Target Stockholders approve and adopt its shareholders, (b) unanimously approved the execution, delivery and performance of this Agreement by the Target and has unanimously approved the Merger. Target Stockholders holding a sufficient number , and (c) unanimously recommended the adoption and approval of shares to approve this Agreement and the Merger have executed by the Target Shareholder and directed that this Agreement and the Merger be submitted for consideration by the Target's shareholders at the Shareholders' Meeting (as defined in Section 4.14). The affirmative vote of the holders of a Voting Agreement majority of the shares of Target Common Stock, voting in accordance with Target's Articles of Incorporation and California Law, outstanding on the form attached hereto as Exhibit H. ---------record date for the Shareholders' Meeting (the "Required Vote") is the only vote of the holders of any class or series of the Company's capital stock necessary to adopt and approve this Agreement, the Merger and the other transactions contemplated by this Agreement. (b) 2.2.2 No filing, authorization or approval with or of any governmental body, entity is necessary or required to be made or obtained prior to the Effective Time to enable Target to enter into into, and to perform its obligations under under, this Agreement and the Target Merger Ancillary Agreements, except for: for (ia) the filing of the Certificate Articles of Merger with the Delaware Secretary of State State, the filing of such officers' certificates and other documents as are required to effectuate the Merger under Utah law and the filing of appropriate documents with the relevant authorities of the states other states than Delaware and Utah in which Target is qualified to do business, if any; , (iib) such filings as may be required to comply with federal and state securities laws; , and (iiic) the approval by of the Target Stockholders Shareholder of the transactions contemplated hereby; . 2.2.3 Assuming the due authorization, execution and (iv) consents required under Contracts disclosed in Section 4.16 of delivery by Acquirer and, if applicable, Newco, this Agreement and the Target Disclosure Schedule as exceptions to the representations made in Section 4.16 of this Agreement. (c) The Target Merger Ancillary Agreements are, or when executed and delivered by Target Target, and the other parties thereto will be, valid and binding obligations of Target, enforceable against Target enforceable and against the Escrow Shares deposited pursuant to the Escrow Agreement in accordance with their respective terms, subject to approval of Target's shareholders, except as to the effect, if any, of: of (ia) applicable bankruptcy and other similar laws affecting the rights of creditors generally; , (iib) rules of law governing specific performance, injunctive relief and other equitable remedies; , and (iiic) the enforceability of provisions requiring indemnification; provided, however, that the Certificate of Merger will not be effective until filed indemnification in connection with the Delaware Secretary offering, issuance or sale of Statesecurities.

Power, Authorization and Validity. (a) Target Panopticon has the right, power, legal capacity corporate power and authorityauthority to: (i) to carry on its business as now conducted and as proposed to be conducted; (ii) to own, use operate 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 Panopticon 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 Panopticon is or will be a party that are required to be executed pursuant to or in connection with this Agreement (collectively with this Agreement, the "TARGET MERGER PANOPTICON ANCILLARY AGREEMENTS"). The execution, delivery and performance of this Agreement and the Target Merger Panopticon Ancillary Agreements have has been duly and validly approved and authorized by Target's the unanimous vote of the Panopticon 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. ---------Directors. (b) No filing, authorization or approval with any approval, governmental bodyor otherwise, is necessary to enable Target Panopticon to enter into and to perform its obligations under this Agreement and the Target Merger Panopticon Ancillary Agreements, except for: for (i) the filing of the Agreement of Merger and the Certificate of Merger with the Delaware Secretary Secretaries of State of the State of California and Delaware, respectively, the filing of such officers' certificates and other documents as are required to effectuate the Merger under California and Delaware law and the filing of appropriate documents with the relevant authorities of the states other states than California in which Target Panopticon is qualified to do business, if any; , (ii) such filings as may be required to comply with federal and state securities laws; , including the Permit Application (as defined in Section 6.5), (iii) the approval by the Target Stockholders of the holders of at least a majority of the outstanding shares of Panopticon common stock and two-thirds of the outstanding shares of Panopticon preferred stock of the Merger, this Agreement and related transactions contemplated hereby; , and (iv) consents such filings as may be required under Contracts disclosed in Section 4.16 by the HSR Act. As of the Target Disclosure Schedule as exceptions date hereof, the Panopticon Shareholders who have executed Voting Agreements collectively own shares of Panopticon Common Stock and Panopticon Preferred Stock representing, in the aggregate, voting power sufficient to approve the representations made in Section 4.16 of Merger, this AgreementAgreement and the related transactions contemplated hereby. (c) The Target Merger This Agreement and the Panopticon Ancillary Agreements are, or when executed and delivered by Target Panopticon and the other parties thereto will be, valid and binding obligations of Target Panopticon enforceable against Panopticon in accordance with their respective terms, except as to the effect, if any, of: 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; remedies and (iii) the enforceability of provisions requiring indemnification; provided, however, that the Certificate of Merger, the Agreement of Merger and the Panopticon Ancillary Agreements will not be effective until filed with the Delaware Secretary earlier of Statethe Effective Time and the date provided for therein.