Common use of Representation of the Company Clause in Contracts

Representation of the Company. The Company represents and warrants that (i) all corporate action required to be taken by the Company to fully authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, any action required to be taken by the Board, any committee of the Board or any other person or body to interpret or otherwise act with respect to any company plan, program, policy, arrangement or agreement) has been duly and effectively taken, (ii) the officer signing this Agreement on behalf of the Company is duly authorized to do so, (iii) the execution, delivery and performance of this Agreement does not violate any applicable law, regulation, order, judgment or decree or any agreement, plan or corporate governance document to which the Company is a party or by which it is bound and (iv) upon execution and delivery of this agreement by the Parties, it shall be a valid and binding obligation of the Company enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally. The Company also represents that by approving this Agreement, the Plan Administrator of the Plan has exercised its discretion pursuant to Article Two of the Plan to approve the vesting and exercisability of options not vested on the date of termination of Employee's employment or, if sooner, the occurrence of a Change in Control and to approve any extension of time to exercise options upon any such termination or occurrence.