Common use of Authorization; Validity and Effect of Agreement Clause in Contracts

Authorization; Validity and Effect of Agreement. The Company has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the Merger. The execution and delivery of this Agreement by the Company and the performance by the Company of its obligations hereunder and the consummation of the Merger have been duly authorized by its board of directors and all other necessary company action on the part of the Company and, with the exception of the Company Shareholder Approval (as defined below), no other company proceedings on the part of the Company are necessary to authorize this Agreement and the Merger. This Agreement has been duly and validly executed and delivered by the Company and, assuming: (i) the approval (the “Company Shareholder Approval”) of this Agreement by the holders of Target Shares holding at least two-thirds of the outstanding Target Shares at a meeting of shareholders duly called and held (the “Company Shareholder Meeting”) to consummate the Merger and other transactions contemplated hereby, and (ii) assuming that this Agreement has been duly authorized, executed and delivered by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

Authorization; Validity and Effect of Agreement. The Company Each of Parent and Sub has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the Mergertransactions contemplated hereby. The execution and delivery of this Agreement by the Company Parent and Sub and the performance by the Company them of its their respective obligations hereunder and the consummation by them of the Merger transactions contemplated hereby have been duly authorized by its board the Board of directors Directors of Parent and Sub, and all other necessary company corporate action on the part of Parent or Sub, other than the Company and, with the exception approval of the Company Shareholder Approval (as defined below)issuance of the shares of Parent Common Stock in the Merger by the shareholders of Parent, and no other company corporate proceedings on the part of the Company Parent or Sub are necessary to authorize this Agreement and the Mergertransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming: (i) the approval (the “Company Shareholder Approval”) of this Agreement by the holders of Target Shares holding at least two-thirds of the outstanding Target Shares at a meeting of shareholders duly called Parent and held (the “Company Shareholder Meeting”) to consummate the Merger Sub and other transactions contemplated hereby, and (ii) assuming that this Agreement has been duly authorized, executed and delivered by the other parties hereto, constitutes a legal, valid and binding obligation of the CompanyParent and Sub, enforceable against it them in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ ' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

Authorization; Validity and Effect of Agreement. The Company Acquiror has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the Mergertransactions contemplated hereby. The execution and delivery of this Agreement by the Company Acquiror and the performance by the Company Acquiror of its obligations hereunder and the consummation by them of the Merger transactions contemplated hereby have been duly authorized by its board the Acquiror Board and, other than the adoption and approval of directors and all other necessary company action on this Agreement by the part holders of the Company andAcquiror Common Stock and Acquiror Preferred Stock, with the exception of the Company Shareholder Approval (voting together as defined below)a single class, no other company corporate proceedings on the part of the Company Acquiror are necessary to authorize this Agreement and the Mergertransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming: (i) the approval (the “Company Shareholder Approval”) of this Agreement by the holders of Target Shares holding at least two-thirds of the outstanding Target Shares at a meeting of shareholders duly called Acquiror and held (the “Company Shareholder Meeting”) to consummate the Merger and other transactions contemplated hereby, and (ii) assuming that this Agreement has been duly authorized, executed and delivered by the other parties hereto, constitutes a legal, valid and binding obligation of the CompanyAcquiror, enforceable against it Acquiror in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ ' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.