Common use of Authorization; Validity of Agreement; Company Action Clause in Contracts

Authorization; Validity of Agreement; Company Action. The Company has full corporate power and authority to execute and deliver, and to perform its obligations under, this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by its Board of Directors and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated hereby, except, in the case of the Merger, for the requisite approval of stockholders contemplated by Section 1.08 hereof, if applicable. This Agreement has been duly executed and delivered by the Company and (assuming due and valid authorization, execution and delivery hereof by Parent and Purchaser) is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement; Company Action. The Company has full the requisite corporate power and authority to execute and deliver, and to perform its obligations under, deliver this Agreement and and, subject to obtaining Company Shareholder Approval, to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by it the Company of the transactions contemplated hereby, hereby have been duly authorized by its Board board of Directors directors, and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and and, except for the Company Shareholder Approval, the consummation by it of the transactions contemplated hereby, except, in the case of the Merger, for the requisite approval of stockholders contemplated by Section 1.08 hereof, if applicable. This Agreement has been duly executed and delivered by the Company and (and, assuming due and valid authorization, execution and delivery hereof by Parent and Purchaser) Sub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws, now or hereafter in effect, affecting creditors' ’ rights and remedies generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement; Company Action. The Company has full all necessary corporate power and authority to execute and deliverdeliver this Agreement, and to perform its obligations under, this Agreement hereunder and to consummate the transactions contemplated herebyTransactions (subject to the receipt of the Company Stockholder Approval). The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated herebyTransactions, have been duly and validly authorized by its the Company Board of Directors and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated herebyTransactions, exceptexcept for, in the case of the Merger, for the requisite approval Company Stockholder Approval and the filing of stockholders contemplated by Section 1.08 hereof, if applicablethe Certificate of Merger with the Delaware Secretary of State. This Agreement has been duly executed and delivered by the Company and (and, assuming due and valid authorization, execution and delivery hereof by Parent and Purchaser) Merger Sub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar lawsLaws, now or hereafter in effect, affecting creditors' ’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement; Company Action. The Company has full all necessary corporate power and authority to execute and deliverdeliver this Agreement, and to perform its obligations under, this Agreement hereunder and to consummate the transactions contemplated herebyTransactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated herebyTransactions, have been duly and validly authorized by its the Company Board of Directors Directors, and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated herebyTransactions, exceptsubject, in the case of the Merger, for to the requisite approval adoption of stockholders contemplated this Agreement by Section 1.08 hereofthe holders of a majority of all of the Shares entitled to vote on the adoption of this Agreement, if applicablerequired by applicable Law. This Agreement has been duly executed and delivered by the Company and (and, assuming due and valid authorization, execution and delivery hereof by Parent and Purchaser) , is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that that: (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar lawsLaws, now or hereafter in effect, affecting creditors' ’ rights generally generally; and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement; Company Action. The Company has full the requisite corporate power and authority to execute and deliverdeliver this Agreement, and to perform its obligations underhereunder, this Agreement and and, subject to obtaining the Company Stockholder Approval, to consummate the transactions contemplated herebyTransactions. The execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by it the Company of the transactions contemplated hereby, Transactions have been duly authorized by its the Company Board of Directors and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and and, except for the Company Stockholder Approval, the consummation by it of the transactions contemplated hereby, except, in the case of the Merger, for the requisite approval of stockholders contemplated by Section 1.08 hereof, if applicableTransactions. This Agreement has been duly executed and delivered by the Company and (and, assuming the due and valid authorization, execution and delivery hereof by Parent and Purchaser) Merger Sub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar lawsLaws, now or hereafter in effect, affecting creditors' ’ rights and remedies generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement; Company Action. The Company has full all necessary corporate power and authority to execute and deliverdeliver this Agreement, and to perform its obligations under, this Agreement hereunder and to consummate the transactions contemplated herebyTransactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated herebyTransactions, have been duly and validly authorized by its the Company Board of Directors Directors, and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated herebyTransactions, exceptsubject, in the case of the Merger, for to the requisite approval of stockholders contemplated this Agreement by Section 1.08 hereofthe holders of a majority of all of the Shares entitled to be cast, if applicablerequired by applicable law. This Agreement has been duly executed and delivered by the Company and (and, assuming due and valid authorization, execution and delivery hereof by Parent and Purchaser) , is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws, now or hereafter in effect, affecting creditors' ’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement; Company Action. The Company has full all necessary corporate power and authority to execute and deliver, and to perform its obligations under, deliver this Agreement and and, subject to obtaining the approval of its stockholders, to the extent necessary, to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by the Board and, except for obtaining the approval of its Board of Directors and stockholders as contemplated by Section 1.9 hereof, to the extent necessary, no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated hereby, except, in the case of the Merger, for the requisite approval of stockholders contemplated by Section 1.08 hereof, if applicable. This Agreement has been duly executed and delivered by the Company and (assuming due and valid authorization, execution and delivery hereof by Parent and Purchaser) is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally generally, and (ii) the remedy of equitable remedies from specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement; Company Action. The Company has full corporate power and corporate authority to execute and deliver, and to perform its obligations under, deliver this Agreement and to consummate the transactions contemplated herebyTransactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated herebyTransactions, have been duly and validly authorized by its Board of Directors and and, except for obtaining the approval of its stockholders as contemplated by Section 1.10 hereof, no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement Agreement, and the consummation by it of the transactions Transactions contemplated hereby, except, in the case of the Merger, for the requisite approval of stockholders contemplated by Section 1.08 hereof, if applicable. This Agreement has been duly executed and delivered by the Company and (and, assuming due and valid authorization, execution and delivery hereof by Parent and the Purchaser) , is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, terms except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding proceedings therefor may be brought.

Authorization; Validity of Agreement; Company Action. The Company has full corporate power and authority to execute and deliver, and to perform its obligations under, this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by its Board of Directors and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated hereby, except, in the case of the Merger, for the requisite approval of stockholders contemplated by Section 1.08 1.8 hereof, if applicable. This Agreement has been duly executed and delivered by the Company and (assuming due and valid authorization, execution and delivery hereof by Parent and Purchaser) is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement; Company Action. The Company has full the requisite corporate power and authority to execute and deliver, and to perform its obligations under, deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by it the Company of the transactions contemplated hereby, hereby have been duly and validly authorized by its the Company Board of Directors Directors; the stockholders of the Company have approved the Merger and adopted this Agreement; and no other corporate action proceedings on the part of the Company is are necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated hereby, except, in the case of the Merger, for the requisite approval of stockholders contemplated by Section 1.08 hereof, if applicable. This Agreement has been duly and validly executed and delivered by the Company and (and, assuming the due and valid authorization, execution and delivery hereof by Parent and Purchaser) Merger Sub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement; Company Action. The Company has full all necessary corporate power and authority to execute and deliverdeliver this Agreement, and to perform its obligations under, this Agreement hereunder and to consummate the transactions contemplated herebyTransactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated herebyTransactions, have been duly and validly authorized by its the Company Board of Directors and and, no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated herebyTransactions, exceptsubject, in the case of the Merger, for to the requisite approval of stockholders contemplated this Agreement by Section 1.08 hereofthe holders of a majority of all of the Shares entitled to be cast, if applicablerequired by applicable law. This Agreement has been duly executed and delivered by the Company and (and, assuming due and valid authorization, execution and delivery hereof by Parent and Purchaser) , is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws, now or hereafter in effect, affecting creditors' ’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement; Company Action. The Company has full the requisite corporate power and authority to execute and deliverdeliver this Agreement, and has the requisite corporate power and authority to perform its obligations under, this Agreement and to consummate the transactions provided for or contemplated herebyby this Agreement, including, but not limited to, the Merger (collectively, the "Transactions"). The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated herebyTransactions, have been duly and validly authorized by its the Company Board of Directors Directors, and no other corporate action proceeding on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated herebyTransactions other than, except, in the case of with respect to the Merger, for the requisite approval of stockholders contemplated the Merger and adoption of this Agreement by Section 1.08 hereof, if applicablethe Company's stockholders. This Agreement has been duly and validly executed and delivered by the Company and (and, assuming due and valid authorization, execution and delivery hereof by Parent and the Purchaser) , is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be terms subject to applicable laws of general application relating to bankruptcy, insolvencyinsolvency and relief of debtors and the rules of law governing specific performance, reorganization, moratorium injunctive relief or other similar laws, now or hereafter in effect, affecting creditors' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtremedies.

Authorization; Validity of Agreement; Company Action. The Company has full corporate power and authority to execute and deliver, and to perform its obligations under, deliver this Agreement and and, to consummate the transactions contemplated hereby, subject to obtaining the approval of holders of fifty-five percent (55%) of the outstanding Shares prior to the consummation of the Merger. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by its Board of Directors and no other all necessary corporate action on the part of the Company is necessary Company, subject to authorize the execution and delivery approval of its stockholders as contemplated by the Company of this Agreement and the consummation by it of the transactions contemplated hereby, except, Section 1.8 hereof in the case of the Merger, for the requisite approval of stockholders contemplated by Section 1.08 hereof, if applicable. This Agreement has been duly executed and delivered by the Company and (and, assuming due and valid authorization, execution and delivery hereof by Parent and Purchaser) the other parties hereto, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement; Company Action. The Company has full the requisite corporate power and authority to execute execute, deliver and deliver, and to perform its obligations under, this Agreement and and, subject to obtaining the Shareholder Approvals, to consummate the transactions contemplated herebyMerger. The execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by it the Company of the transactions contemplated hereby, Merger have been duly authorized by its the Company Board of Directors and the Special Committee and, except (with respect to such consummation) for the Shareholder Approvals, no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated hereby, except, in the case of the Merger, for the requisite approval of stockholders contemplated by Section 1.08 hereof, if applicable. This Agreement has been duly executed and delivered by the Company and (and, assuming the due and valid authorization, execution and delivery hereof by Parent and Purchaser) Merger Sub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar lawsLaws, now or hereafter in effect, affecting creditors' ’ rights and remedies generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement; Company Action. The Company has full corporate power and authority to execute and deliverdeliver this Agreement, and to perform its obligations under, this Agreement and to consummate the transactions contemplated herebycontained herein. The execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by it performance of the transactions contemplated hereby, its obligations contained herein have been duly authorized by its the Company Board of Directors Directors, and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement or the performance of its obligations contained herein. No vote of, or consent by, the holders of any class or series of capital stock issued by the Company is necessary to authorize the execution and delivery by the consummation by it Company of this Agreement or the transactions contemplated hereby, except, in the case performance of the Merger, for the requisite approval of stockholders contemplated by Section 1.08 hereof, if applicableits obligations contained herein. This Agreement has been duly executed and delivered by the Company and (and, assuming due and valid authorization, execution and delivery hereof thereof by Parent and Purchaser) , this Agreement is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to as limited by applicable bankruptcy, insolvency, reorganization, moratorium or moratorium, fraudulent conveyance and other similar laws, now or hereafter in effect, laws of general application affecting enforcement of creditors' rights generally and (ii) the availability of the remedy of specific performance and or injunctive and or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought.