Common use of Authorization of Transaction Clause in Contracts

Authorization of Transaction. Company has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder; provided, however, that Company cannot consummate the Merger unless and until it receives the Requisite Company Stockholder Approval. This Agreement constitutes the valid and legally binding obligation of Company, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Company has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder; provided, however, that Company cannot consummate the Merger unless and until it receives the Requisite Company Stockholder Approval. This Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its terms and conditions. The Company need not give any further notice to, make any filing with, or obtain any further authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Company has full all requisite power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder; provided, however, that . The execution and delivery by the Company cannot consummate of this Agreement and the Merger unless consummation by the Company of the transactions contemplated hereby have been duly and until it receives validly authorized by all necessary corporate action on the Requisite Company Stockholder Approvalpart of the Company. This Agreement has been duly and validly executed and delivered by the Company and constitutes the a valid and legally binding obligation of the Company, enforceable against it in accordance with its terms and conditionsterms.

Authorization of Transaction. The Company has the full power and authority (including full corporate power to execute, deliver and authority) to execute and deliver perform this Agreement and to perform its obligations hereunder; provided, howeverand to carry out the transactions contemplated hereby. All necessary action, that corporate or otherwise, has been taken by the Company cannot consummate to authorize the Merger unless execution, delivery and until it receives performance of this Agreement and the Requisite Company Stockholder Approvaltransactions contemplated hereby. This The Agreement constitutes has been duly executed and delivered by the Company. The Agreement is the legal, valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms and conditionsterms.

Authorization of Transaction. The Company has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder; provided, however, that Company cannot consummate the Merger unless and until it receives the Requisite Company Stockholder Approval. This Agreement has been duly authorized and executed by the Company and constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its terms and conditions. The Company need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Local Authority in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. Company The Corporation has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder; provided, however, that Company cannot consummate the Merger unless and until it receives the Requisite Company Stockholder Approval. This Agreement constitutes the valid and legally binding obligation of Companythe Corporation, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Acquired Company has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder; provided, however, that Company cannot consummate the Merger unless and until it receives the Requisite Company Stockholder Approval. This Agreement constitutes the valid and legally binding obligation of the Acquired Company, enforceable in accordance with its terms and conditions. The Acquired Company need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate this Transaction.

Authorization of Transaction. The Company has full power and authority (including full corporate power and authority) authority to execute and deliver this Agreement, the Investors Rights Agreement and the Distribution and License Agreement and to perform its obligations hereunder; provided, however, that Company cannot consummate hereunder and thereunder. Each of the Merger unless and until it receives the Requisite Company Stockholder Approval. This Agreement Transactional Agreements constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its their respective terms and conditions. Except for filings that may be required by applicable state securities laws, the Company need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by the Transactional Agreements.

Authorization of Transaction. Company has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder; provided. Without limiting the generality of the foregoing, howeverthe board of directors of Company has duly authorized the execution, that Company cannot consummate the Merger unless delivery, and until it receives the Requisite Company Stockholder Approvalperformance of this Agreement by Company. This Agreement constitutes the valid and legally binding obligation of Company, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Company has full power and authority (including full corporate power to execute, deliver and authority) perform this Agreement to execute which it is, or is specified to be, a party. The Board of Directors of the Company have duly authorized and deliver approved this Agreement and to perform its obligations hereunder; provided, however, that Company cannot consummate the Merger unless and until it receives the Requisite Company Stockholder Approvaltransactions contemplated hereby. This Agreement has been, or when executed, will be, duly executed and delivered by the Company and constitutes the legal, valid and legally binding obligation obligations of Company, the Company enforceable in accordance with its terms and conditionstheir respective terms.

Authorization of Transaction. The Company has full power and authority (including full corporate entity power and authority) to execute and deliver this Agreement and to perform its obligations hereunder; provided, however, that Company cannot consummate the Merger unless and until it receives the Requisite Company Stockholder Approval. This Agreement constitutes the valid and legally binding obligation of The Company, enforceable in accordance with its terms and conditions. The Company does not need to give any notice to, make any filing with or obtain any authorization, consent or approval of any Governmental Authority in order to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by the Company.

Authorization of Transaction. The Company has full power and authority (including full corporate power and authority) authority to execute and deliver this Agreement and the other documents referenced herein and to perform its obligations hereunder; provided, however, that Company cannot consummate the Merger unless hereunder and until it receives the Requisite Company Stockholder Approvalthereunder. This Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its terms and conditions. The Company need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by the Company.

Authorization of Transaction. The Company has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its respective obligations hereunder; provided, however, that Company cannot consummate the Merger unless and until it receives the Requisite Company Stockholder Approval. This Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its terms and conditions. The Company does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any governmental authority in order to consummate the transactions contemplated by this Agreement. The Company will need to file the appropriate documentation with the SEC.

Authorization of Transaction. The Company has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder; provided, however, that . The Company cannot has obtained the approval of its Shareholders to consummate this Agreement and perform the Merger unless and until it receives the Requisite Company Stockholder Approvalobligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Company has the full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder; provided. Subject to execution, howeverdelivery and authorization of the Purchaser, that Company cannot consummate the Merger unless and until it receives the Requisite Company Stockholder Approval. This this Agreement constitutes the valid and legally binding obligation of Company, the Company enforceable in accordance with its terms and conditions. The Company need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Company has full limited liability company power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder; provided, however, that Company cannot consummate the Merger unless and until it receives the Requisite Company Stockholder Approval. This Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its terms and conditions. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by the Company. The directors of the Company have resolved to recommend that the members of the Company approve and adopt this Agreement and the Merger, and have directed that such matters be submitted to the members of the Company for approval.

Authorization of Transaction. The Company has the full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder; provided. Subject to execution, howeverdelivery and authorization of the Purchasers, that Company cannot consummate the Merger unless and until it receives the Requisite Company Stockholder Approval. This this Agreement constitutes the valid and legally binding obligation of Company, the Company enforceable in accordance with its terms and conditions. The Company need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. Company has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder; provided. The Transaction Agreements, howeverwhen executed and delivered by Company, that Company cannot consummate the Merger unless and until it receives the Requisite Company Stockholder Approval. This Agreement constitutes will constitute the valid and legally binding obligation of Company, enforceable in accordance with its terms their respective terms. All corporate action required to be taken by Company’s members, managers, and conditionsofficers necessary for the execution, delivery, and performance of the Transaction Agreements, and the issuance of the Units, has been taken or will be taken prior to the Closing.

Authorization of Transaction. Company Member has full all requisite power and authority (including full corporate including, if Company Member is an entity, all requisite company power and authority) to execute and deliver this Agreement and to perform its Company Member’s obligations hereunder; provided, however, that Company cannot consummate the Merger unless and until it receives the Requisite Company Stockholder Approval. This Agreement constitutes the valid and legally binding obligation of Companysuch Company Member, enforceable in accordance with its terms and conditionsterms. Company Member need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Entity in order to consummate the Transaction.

Authorization of Transaction. The Company has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and each of the other documents to be executed by it as required under this Agreement, and to perform its obligations hereunder; providedhereunder and thereunder. The Company has taken such action, howeverincluding obtaining approval by its managers, that as may be necessary for the Company cannot consummate the Merger unless to execute, deliver and until it receives the Requisite Company Stockholder Approval. This perform this Agreement constitutes the valid and legally binding obligation of Company, enforceable in accordance with its terms and conditionseach such other documents.

Authorization of Transaction. The Company has full power and authority (including full corporate power and authority) authority to execute and deliver this Agreement and to perform its obligations hereunder; provided, however, that Company cannot consummate the Merger unless and until it receives the Requisite Company Stockholder Approval. This Agreement constitutes the valid and legally binding obligation of Companythe Company and the Shareholders, enforceable in accordance with its terms and conditions.terms. Except as required for the Merger Filing, neither the Company nor the Shareholders need give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency or other Person in order to consummate the transactions contemplated by this Agreement. 14

Authorization of Transaction. The Company has full power and ---------------------------- authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder; provided, however, that Company cannot consummate the Merger unless and until it receives the Requisite Company Stockholder Approval. This Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its terms and conditions. The Company need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. Company has full power right, power, and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder; provided. The execution, howeverdelivery and performance of this Agreement and the consummation of the transactions contemplated hereby, that have been duly authorized by Company’s Board of Directors and the Company cannot consummate Stockholders and no other corporate or other action on the Merger unless part of Company or any holder of its securities is necessary to authorize the execution, delivery and until it receives performance of this Agreement and the Requisite Company Stockholder Approval. This Agreement constitutes consummation of the valid and legally binding obligation of Company, enforceable in accordance with its terms and conditions.transactions contemplated

Authorization of Transaction. The Company has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder; provided, however, that Company cannot consummate the Merger unless and until it receives the Requisite Company Stockholder Approval. This Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its terms and conditions. The Company will give any notice to, make any filing with, or obtain any INSURFINANCIAL / ECO FEE AGREEMENT INITIAL BY COMPANY ECO authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Company has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder; provided, however, that Company cannot consummate the Merger unless and until it receives the Requisite Company Stockholder Approval. This Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its terms terms. The execution, delivery, and conditionsperformance of this Agreement and all other agreements contemplated hereby have been duly authorized by the Company.

Authorization of Transaction. The Company has full all requisite power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder; provided, however, that under this Agreement and the Transaction Documents. The execution and delivery by the Company cannot consummate of this Agreement and the Merger unless Transaction Documents and until it receives the Requisite consummation by the Company Stockholder Approvalof the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly and validly executed and delivered by the Company and constitutes the a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms and conditionsterms.

Authorization of Transaction. Company has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder; provided, however, that the Company cannot consummate the Merger Purchase unless and until it receives the Requisite Company Stockholder Approvalapproval of all of the Shareholders. This Agreement constitutes the valid and legally binding obligation of the Company, enforceable by Purchaser in accordance with its terms and conditions.

Authorization of Transaction. The Company has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and each of the other documents to be executed by it as required under this Agreement, and to perform its obligations hereunder; providedhereunder and thereunder. The Company has taken such action, howeverincluding obtaining approval by its board of directors and shareholders, that as may be necessary for the Company cannot consummate the Merger unless to execute, deliver and until it receives the Requisite Company Stockholder Approval. This perform this Agreement constitutes the valid and legally binding obligation of Company, enforceable in accordance with its terms and conditionseach such other documents.

Authorization of Transaction. Company has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and the other Transaction Agreements and to perform its obligations hereunder; providedthereunder. The Transaction Agreements, howeverwhen executed and delivered by Company, that Company cannot consummate the Merger unless and until it receives the Requisite Company Stockholder Approval. This Agreement constitutes will constitute the valid and legally binding obligation of Company, enforceable in accordance with its terms their respective terms. All limited liability company action required to be taken by Company’s members, managers, and conditionsofficers necessary for the execution, delivery, and performance of the Transaction Agreements, has been taken or will be taken prior to the Closing.

Authorization of Transaction. The Company has full power and, upon execution and delivery of the shareholders’ consent attached to this Agreement, will have, authority (including full corporate power and authorityauthority as a corporation) to execute and deliver this Agreement and to perform its obligations hereunder; provided, however, that Company cannot consummate the Merger unless and until it receives the Requisite Company Stockholder Approvalunder this Agreement. This Agreement constitutes the valid and legally binding obligation of Company, the Company and is enforceable in accordance with its terms and conditions. The Company is not required to give any notice to, make any filing with or obtain any authorization, consent or approval of, any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Company has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder; provided. Without limiting the generality of the foregoing, howeverthe board of directors and the Stockholders of the Company has duly authorized the execution, that Company cannot consummate delivery, and performance of this Agreement by the Merger unless and until it receives the Requisite Company Stockholder ApprovalCompany. This Agreement constitutes the valid and legally binding obligation of Companyeach of the Company and the Stockholders, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Company has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder; provided, however, that Company cannot consummate the Merger unless and until it receives the Requisite Company Stockholder Approval. This Agreement constitutes the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms and conditionsterms. The Company need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Company has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder; provided. Without limiting the generality of the foregoing, howeverthe board of directors and the Shareholders of the Company have duly authorized the execution, that Company cannot consummate delivery, and performance of this Agreement by the Merger unless and until it receives the Requisite Company Stockholder ApprovalCompany. This Agreement constitutes the valid and legally binding obligation of Companyeach of the Company and the Shareholders, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Company has full all requisite power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder; provided, however, that . The execution and delivery by the Company cannot consummate of this Agreement and the Merger unless consummation by the Company of the transactions contemplated hereby have been duly and until it receives validly authorized by all necessary corporate action on the Requisite Company Stockholder Approvalpart of the Company. This Agreement constitutes has been duly and validly executed and delivered by the Company and, when duly and validly executed and delivered by each other party hereto, will constitute a valid and legally binding obligation of the Company, enforceable against it in accordance with its terms and conditionsterms.

Authorization of Transaction. The Company has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder; provided, however, that Company cannot consummate the Merger unless and until it receives the Requisite Company Stockholder Approval. This Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its terms and conditions. The Company need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate this Transaction.

Authorization of Transaction. The Company has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder; provided, however, that Company cannot consummate the Merger unless and until it receives the Requisite Company Stockholder Approval. This Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Company has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder; provided, however, that Company cannot consummate the Merger unless and until it receives the Requisite Company Stockholder Approval. This Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its terms and conditions. The execution, delivery and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by the board of directors and shareholders of the Company.

Authorization of Transaction. The Company has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and all Related Agreements and to perform its obligations hereunder; provided, however, that Company cannot consummate the Merger unless hereunder and until it receives the Requisite Company Stockholder Approvalthereunder. This Agreement constitutes and the Related Agreements to which it is a party constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its their respective terms and conditions.

Authorization of Transaction. Each Company has full all requisite corporate power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder; provided. Without limiting the generality of the immediately preceding sentence, howeverthe Board of Directors of each Company has duly authorized the execution, that Company cannot consummate delivery and performance of this Agreement and the Merger unless and until it receives consummation of the Requisite Company Stockholder Approvaltransactions contemplated hereby by each Company. This Agreement constitutes the valid and legally binding obligation of Company, each Company enforceable against it in accordance with its terms and conditionsterms.

Authorization of Transaction. The Company has full all requisite power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder; provided, however, that hereunder and thereunder. The execution and delivery by the Company cannot consummate of the Merger unless Transaction Documents and until it receives the Requisite consummation by the Company Stockholder Approvalof the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly and validly executed and delivered by the Company and constitutes the a valid and legally binding obligation of the Company, enforceable against them in accordance with its terms and conditionsterms.

Authorization of Transaction. The Company has full power and authority (including full corporate power to, and authority) has taken all actions necessary to authorize it to, execute and deliver this the Agreement and each of the agreements or documents related thereto, and to perform its obligations hereunder; provided, however, that Company cannot consummate the Merger unless and until it receives the Requisite Company Stockholder Approvalthereunder. This Agreement constitutes the a valid and legally binding obligation of the Company, enforceable in accordance with its the terms and conditionsconditions set forth herein, except as limited by bankruptcy, insolvency and general principles of equity.

Authorization of Transaction. The Company has full power and authority (including full corporate power to execute, deliver and authority) perform this Agreement to execute which it is, or is specified to be, a party. The Board of Directors of the Company have duly authorized and deliver approved this Agreement and to perform its obligations hereunder; provided, however, that Company cannot consummate the Merger unless and until it receives the Requisite Company Stockholder Approvaltransactions contemplated hereby. This Agreement constitutes has been, or when executed, will be, duly executed and delivered by the Company and constitute legal, valid and legally binding obligation obligations of Company, the Company enforceable in accordance with its terms and conditionstheir respective terms.

Authorization of Transaction. The Company has full power and authority (including full corporate or other entity power and authority) to execute and deliver this Agreement and to perform its obligations hereunder; provided. Without limiting the generality of the foregoing, howeverthe Board of Managers of the Company and Unitholder have duly authorized the execution, that Company cannot consummate delivery, and performance of this Agreement by the Merger unless and until it receives the Requisite Company Stockholder ApprovalCompany. This Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Company has full limited liability company power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder; provided, however, that Company cannot consummate the Merger unless and until it receives the Requisite Company Stockholder Approval. This Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its terms and conditions. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by the Company. The governors of the Company have resolved to recommend that the members of the Company approve and adopt this Agreement and the Merger, and have directed that such matters be submitted to the members of the Company for approval.

Authorization of Transaction. The Company has full power and authority (including full corporate or other entity power and authority) to execute and deliver this Agreement and to perform its obligations hereunder; provided. When executed by the proper officer of the Company, however, that Company cannot consummate the Merger unless and until it receives the Requisite Company Stockholder Approval. This this Agreement constitutes will constitute the valid and legally binding obligation of the Company, enforceable in accordance with its terms and conditions. The execution, delivery and performance of this Agreement by the Company has been duly and effectively authorized and approved by its board of directors and all requisite corporate action has been taken.

Authorization of Transaction. The Company has full power and authority (including full corporate power and authority) authority to execute and deliver this Agreement and to perform its obligations hereunder; provided, however, that Company cannot consummate the Merger unless and until it receives the Requisite Company Stockholder Approval. This Agreement constitutes the a valid and legally binding obligation of the Company, enforceable in accordance with its terms and conditions. The Company need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Company has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder; provided, however, that the Company cannot consummate the Merger unless and until it receives the Requisite Company Stockholder Approval. This Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its terms and conditionsconditions subject to the effect of any applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditor's rights generally.

Authorization of Transaction. The Company has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and each of the other documents to be executed by it as required under this Agreement, and to perform its obligations hereunder; providedhereunder and thereunder. The Company has taken such action, howeverincluding obtaining approval by its managers, that as may be necessary for the Company cannot consummate the Merger unless to execute, deliver and until it receives the Requisite Company Stockholder Approvalperform this Agreement and each such other documents. This Agreement constitutes the valid and legally binding obligation of Company, enforceable in accordance with its terms and conditions.​ ​

Authorization of Transaction. The Company has full power and authority (including full corporate power and authority) to execute and deliver this Agreement or any other document or instrument contemplated hereby or thereby (collectively, the “Transaction Documents”), and to perform its obligations hereunder; provided, however, that Company cannot consummate the Merger unless and until it receives the Requisite Company Stockholder Approvalunder any Transaction Document. This Agreement constitutes the The Transaction Documents constitute valid and legally binding obligation obligations of the Company, enforceable in accordance with its the terms and conditionsconditions thereof.

Authorization of Transaction. The Company has full power and authority (authority, including full corporate power and authority) , to execute and deliver this Agreement and to perform its obligations hereunder; provided. Without limiting the generality of the foregoing, howeverthe board of directors has duly authorized the execution, that Company cannot consummate the Merger unless delivery, and until it receives the Requisite Company Stockholder Approvalperformance of this Agreement. This Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Company has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder; provided. Without limiting the generality of the foregoing, howeverthe board of directors of Company and the stockholders of the Company (i.e., that Company cannot consummate the Merger unless Parent Company) have duly authorized the execution, delivery, and until it receives performance of this Agreement by the Requisite Company Stockholder ApprovalCompany. This Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Company has full corporate ------------------------------ power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder; provided, however, that Company cannot consummate the Merger unless and until it receives the Requisite Company Stockholder Approval. This Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its terms and conditions, except as such enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors rights generally and by general principals of equity.

Authorization of Transaction. The Company has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and each of the other documents to be executed by it as required under this Agreement, and to perform its obligations hereunder; providedhereunder and thereunder. The Company has taken such action, howeverincluding obtaining approval by its Board of Directors, that as may be necessary for the Company cannot consummate the Merger unless to execute, deliver and until it receives the Requisite Company Stockholder Approval. This perform this Agreement constitutes the valid and legally binding obligation of Company, enforceable in accordance with its terms and conditionseach such other documents.

Authorization of Transaction. The Company has full power and ---------------------------- authority (including full corporate power and authority) to execute and deliver this Agreement and the other Transaction Agreements to which it is a party and to perform its obligations hereunderthereunder; provided, however, that the Company cannot consummate the Merger unless and until it receives the Requisite Company Stockholder Shareholders Approval. This Agreement constitutes and the other Transaction Agreements to which it is a party constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms and conditions.

Authorization of Transaction. The Company has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder; provided, however, that Company cannot consummate the Merger unless and until it receives the Requisite Company Stockholder Approval. This Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its terms and conditions.