Common use of Authorization, Validity and Effect of Agreements Clause in Contracts

Authorization, Validity and Effect of Agreements. The Company has the requisite corporate power and authority to execute and deliver this Agreement and all agreements and documents contemplated hereby. The Agreement, the Merger, and the purchase of shares of Company Common Stock contemplated by the Offer have been approved by the Board and (other than, with respect to the Merger, the approval and adoption of this Agreement and the transactions contemplated hereby by the holders of a majority of the then outstanding shares of Company Common Stock, if so required), the consummation by the Company of the transactions contemplated hereby has been duly authorized by all requisite corporate action and the Board has adopted resolutions so that the restrictions on business combinations applicable to "interested stockholders" contained in Section 203 of the DGCL will not apply to the Offer, the Merger and the other transactions contemplated by this Agreement. This Agreement constitutes, and all agreements and documents contemplated hereby (when executed and delivered pursuant hereto) will constitute, the valid and legally binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity.

Authorization, Validity and Effect of Agreements. The Company has the requisite corporate power and authority to execute and deliver this Agreement and all agreements and documents contemplated herebyhereby (the "Ancillary Documents") and to consummate the transactions contemplated hereby and thereby. The Agreement, the Merger, execution and the purchase of shares of Company Common Stock contemplated by the Offer have been approved by the Board and (other than, with respect to the Merger, the approval and adoption delivery of this Agreement and the transactions contemplated hereby Ancillary Documents by the holders of a majority of the then outstanding shares of Company Common Stock, if so required), and the consummation by the Company of the transactions contemplated hereby has and thereby have been duly and validly authorized by all requisite the Board of Directors, and no other corporate action proceedings on the part of the Company are necessary to authorize this Agreement and the Board has adopted resolutions so that Ancillary Documents or to consummate the restrictions on business combinations applicable to "interested stockholders" contained in Section 203 transactions contemplated hereby and thereby (other than the approval of this Agreement by the holders of a majority of the DGCL will not apply to the Offer, the Merger and the other transactions contemplated shares of Common Stock if required by this Agreementapplicable law). This Agreement constituteshas been, and all agreements any Ancillary Document at the time of execution will have been, duly and documents contemplated hereby (when validly executed and delivered pursuant heretoby the Company, and (assuming this Agreement and such Ancillary Documents each constitutes a valid and binding obligation of Purchaser and Merger Sub) constitutes and will constitute, constitute the valid and legally binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity.

Authorization, Validity and Effect of Agreements. The Company has the requisite corporate power and authority to execute and deliver this Agreement and all agreements and documents contemplated herebyhereby or executed in connection herewith (the "ANCILLARY DOCUMENTS") and to consummate the transactions contemplated hereby and thereby. The Agreement, the Merger, execution and the purchase of shares of Company Common Stock contemplated by the Offer have been approved by the Board and (other than, with respect to the Merger, the approval and adoption delivery of this Agreement and the transactions contemplated hereby Ancillary Documents by the holders of a majority of the then outstanding shares of Company Common Stock, if so required), and the consummation by the Company of the transactions contemplated hereby has and thereby have been duly and validly authorized by all requisite the Board of Directors, and no other corporate action proceedings on the part of the Company are necessary to authorize this Agreement and the Board has adopted resolutions so that Ancillary Documents or to consummate the restrictions on business combinations applicable to "interested stockholders" contained in Section 203 transactions contemplated hereby and thereby (other than the approval of this Agreement by the holders of a majority of the DGCL will not apply to the Offer, the Merger and the other transactions contemplated shares of Common Stock if required by this Agreementapplicable law). This Agreement constituteshas been, and all agreements any Ancillary Document at the time of execution will have been, duly and documents contemplated hereby (when validly executed and delivered pursuant heretoby the Company, and (assuming this Agreement and such Ancillary Documents each constitutes a valid and binding obligation of the Purchaser and Merger Sub) constitutes and will constitute, constitute the valid and legally binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity.

Authorization, Validity and Effect of Agreements. The Company Acquiror, as ------------------------------------------------ the sole stockholder of Merger Sub, has approved this Agreement. Subject only to the requisite corporate power approval of this Agreement by the holders of a majority of the outstanding shares of Acquiror Common Stock, Acquiror's Class A Common Stock, and authority to execute all of Acquiror's Series B Preferred Stock, the execution and deliver delivery of this Agreement and all agreements and documents contemplated hereby. The Agreement, the Mergerhereby by Acquiror and Merger Sub, and the purchase of shares of Company Common Stock contemplated by the Offer have been approved by the Board and (other than, with respect to the Merger, the approval and adoption of this Agreement and the transactions contemplated hereby by the holders of a majority of the then outstanding shares of Company Common Stock, if so required), the consummation by the Company them of the transactions contemplated hereby has and thereby, have been duly authorized by all requisite corporate action and action; provided, however, that Closing is subject to approval by the Acquiror's Board has adopted resolutions so that the restrictions on business combinations applicable to "interested stockholders" contained in Section 203 of the DGCL will not apply to the Offer, the Merger and the other transactions contemplated by this AgreementDirectors. This Agreement constitutes, and all agreements and documents contemplated hereby (when executed and delivered pursuant heretohereto for value received) will constitute, the valid and legally binding obligations of the CompanyAcquiror and Merger Sub, enforceable against the Company in accordance with their respective terms, subject to applicable except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to affecting generally the enforcement of creditors' rights and by general principles of equity.

Authorization, Validity and Effect of Agreements. The Company has the requisite corporate power and authority to execute and deliver this Agreement and all agreements and documents contemplated herebyhereby (the "Ancillary Documents") and to consummate the transactions contemplated hereby and thereby. The Agreement, the Merger, execution and the purchase of shares of Company Common Stock contemplated by the Offer have been approved by the Board and (other than, with respect to the Merger, the approval and adoption delivery of this Agreement and the transactions contemplated hereby Ancillary Documents by the holders of a majority of the then outstanding shares of Company Common Stock, if so required), and the consummation by the Company of the transactions contemplated hereby has and thereby have been duly and validly authorized by all requisite the Board of Directors, and no other approvals or corporate action proceedings are necessary to authorize the Company's execution and delivery of this Agreement and the Board has adopted resolutions so that Ancillary Documents or to consummate the restrictions on business combinations applicable to "interested stockholders" contained in Section 203 transactions contemplated hereby and thereby other than the approval of this Agreement by the holders of a majority of the DGCL will not apply to the Offer, the Merger and the other transactions contemplated by this Agreementshares of Common Stock. This Agreement constituteshas been, and all agreements any Ancillary Document at the time of execution will have been, duly and documents contemplated hereby (when validly executed and delivered pursuant heretoby the Company, and (assuming this Agreement and such Ancillary Documents each constitutes a valid and binding obligation of Purchaser) constitutes and will constitute, constitute the valid and legally binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity.