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

Authorization; Validity of Agreement; Company Action. Except as set forth in Section 3.4 of the Company Disclosure Schedule, the Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions provided for or contemplated by this Agreement, including, but not limited to, the Offer and the Merger (collectively, the “Transactions”). The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the Transactions, have been duly and validly authorized by the Company Board of Directors, and subject to obtaining Company Stockholder Approval, if required by applicable Law, no other corporate proceeding on the part of the Company or any of its Subsidiaries is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by it of the Transactions other than, with respect to the Merger, the Company Stockholder Approval if required by applicable Law. This Agreement has been duly and validly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery of this Agreement by Parent and the Purchaser, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to creditors’ rights generally and to general principles of equity.

Authorization; Validity of Agreement; Company Action. Except as set forth in Section 3.4 of the Company Disclosure Schedule, the The ---------------------------------------------------- Company has all necessary full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder under this Agreement and to consummate the transactions provided for or contemplated by this AgreementTransactions. The execution and delivery of, including, but not limited to, the Offer and the Merger (collectively, the “Transactions”). The execution, delivery and performance by the Company of its obligations under, this Agreement, Agreement and the consummation by it of the Transactions, have been duly and validly authorized by the Company Board Company's board of Directorsdirectors and, and subject to except for obtaining Company Stockholder Approval, if required the approval of its stockholders as contemplated by applicable LawSection 4.6, no other corporate proceeding action on the part of the Company or any of its Subsidiaries stockholders is necessary to authorize the execution, execution and delivery and performance by the Company of this Agreement and or the consummation by it of the Transactions other than, with respect to the Merger, the Company Stockholder Approval if required by applicable LawTransactions. This Agreement has been duly and validly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery thereof by each of the Parent and Merger Sub, this Agreement by Parent and the Purchaser, is a valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, subject to applicable laws of bankruptcy, insolvency, reorganization, moratorium insolvency or other similar Laws laws relating to creditors’ ' rights generally and to general principles of equity (whether applied in a proceeding in law or equity).

Authorization; Validity of Agreement; Company Action. Except as set forth in Section 3.4 of the Company Disclosure Schedule, the The Company has all necessary the requisite corporate power and authority to execute and deliver this Agreement, and has the requisite corporate power and authority to perform its obligations hereunder and to consummate the transactions provided for or contemplated by this Agreement, including, but not limited to, the Offer and the Merger (collectively, the “Transactions”). The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the Transactions, have been duly and validly authorized by the Company Board of Directors, and subject to obtaining Company Stockholder Approval, if required by applicable Law, no other corporate proceeding on the part of the Company or any of its Subsidiaries is necessary to authorize the execution, execution and delivery and performance by the Company of this Agreement and the consummation by it of the Transactions other than, with respect to the Merger, the Company Stockholder Approval approval of the Merger and adoption of this Agreement by holders of a majority of the outstanding Shares, if such approval and adoption is required by applicable Lawlaw. This Agreement has been duly and validly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery of this Agreement hereof by Parent and the Purchaser, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject except to applicable the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance, or other similar Laws relating to laws affecting enforcement of creditors’ rights generally and to general principles (regardless of whether enforcement is considered in a proceeding at law or in equity).

Authorization; Validity of Agreement; Company Action. Except as set forth in Section 3.4 of the Company Disclosure Schedule, the The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to the adoption of this Agreement by Company Stockholder Approval (as defined below), to consummate the transactions provided for or contemplated by this Agreement, including, but not limited to, the Offer and the Merger (collectively, the “Transactions”)Merger. The execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by it of the Transactions, transactions contemplated hereby have been duly and validly authorized by the Company Board of Directors, and subject to obtaining Company Stockholder Approval, if required by applicable Law, no other corporate proceeding on the part of the Company or any of its Subsidiaries is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by it of the Transactions transactions contemplated hereby other than, with respect to the Merger, the approval of the Merger and adoption of this Agreement by the Company Stockholder Approval if required by applicable LawApproval. This Agreement has been duly and validly executed and delivered by the Company Company, and, assuming due and valid authorization, execution and delivery of this Agreement by Parent and the PurchaserMerger Sub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to creditors’ ' rights generally and to general principles of equity.

Authorization; Validity of Agreement; Company Action. Except as set forth in Section 3.4 of the Company Disclosure Schedule, the The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions provided for or contemplated by this Agreement, including, but not limited to, the Offer and the Merger (collectively, the “Transactions”). The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the Transactions, have been duly and validly authorized by the Company Board of Directors, and subject to obtaining Company Stockholder Approval, if required by applicable Law, no other corporate proceeding on the part of the Company or any of its Subsidiaries is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by it of the Transactions other than, with respect to the Merger, the Company Stockholder Approval adoption of this Agreement by holders of a majority of the outstanding Shares if required by applicable Law. This Agreement has been duly and validly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery of this Agreement by Parent and the Purchaser, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to creditors’ rights generally and to general principles of equity.

Authorization; Validity of Agreement; Company Action. Except as set forth in Section 3.4 of the Company Disclosure Schedule, the The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to the receipt of the Requisite Stockholder Approval in the case of the Merger, if applicable, to consummate the transactions provided for or contemplated by this Agreement, including, but not limited to, the Offer and the Merger (collectively, the “Transactions”). The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the Transactions, have been duly and validly authorized by the Company Board of Directors, Directors and subject to obtaining Company Stockholder Approval, if required by applicable Law, no other corporate proceeding action on the part of the Company Company, pursuant to the DGCL or any of its Subsidiaries otherwise, is necessary to authorize the execution, execution and delivery and performance by the Company of this Agreement Agreement, and the consummation by it of the Transactions other thanTransactions, with respect to subject, in the case of the Merger, to the Company receipt of the Requisite Stockholder Approval Approval, if applicable (which is the only stockholder vote or consent that is required for adoption of this Agreement and the approval of the Merger and the consummation of the Merger by applicable Lawthe Company), and the filing of the Certificate of Merger. This Agreement has been duly and validly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery of this Agreement hereof by Parent and the Purchaser, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to except that the enforcement hereof may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to Laws, now or hereafter in effect, affecting creditors’ rights generally and to (b) general principles of equityequity (regardless of whether enforceability is considered in a proceeding in equity or at Law).