Common use of Power; Binding Agreement Clause in Contracts

Power; Binding Agreement. The Stockholder has the legal capacity, power and authority to enter into and perform all of his obligations under this Agreement. The execution, delivery and performance of this Agreement by the Stockholder will not violate any other Agreement to which the Stockholder is a party including, without limitation, any voting agreement, shareholders agreement or voting trust. This Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a valid and binding agreement of the Stockholder, enforceable against the Stockholder in accordance with its terms except that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws relating to the enforcement of creditors' rights generally and (ii) is subject to general principles of equity and discretion of the court before which any proceedings seeking injunctive relief or specific performance may be sought. There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which the Stockholder is trustee whose consent is required for the execution and delivery of this agreement or the consummation by the Stockholder of the transactions contemplated hereby. If the Stockholder is married and the Stockholder's Shares constitute community property, this agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, the Stockholder's spouse, enforceable against such Person in accordance with its terms except that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws relating to the enforcement of creditors' rights generally and (ii) is subject to general principles of equity and discretion of the court before which any proceedings seeking injunctive relief or specific performance may be sought.

Power; Binding Agreement. The Such Stockholder has the legal capacity, capacity and all requisite power and authority to enter into execute and deliver this Agreement and the Proxy, to perform all such Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby (in case of his the Significant Stockholder, subject to the receipt of the Requisite Significant Stockholder Stockholder Approval with respect to its obligations under this AgreementSections 2 and 3). The execution, delivery and performance by such Stockholder of this Agreement and the Proxy and the consummation by such Stockholder of the transactions contemplated hereby have been duly authorized and approved by such Stockholder, and no other actions on the part of such Stockholder will not violate any other are necessary to authorize the execution and delivery by such Stockholder of this Agreement to which and the consummation by such Stockholder is a party includingof the transactions contemplated hereby (in case of the Significant Stockholder, without limitation, any voting agreement, shareholders agreement or voting trustexcept for the approval of the Significant Stockholder Transactions by stockholders of Significant Stockholder Parent by ordinary resolutions passed at the Significant Stockholder Parent’s Meeting). This Agreement has been duly and validly executed and delivered by the Stockholder and such Stockholder, and, assuming this Agreement constitutes a valid and binding agreement obligation of the Parent, constitutes a valid and binding obligation of such Stockholder, enforceable against the such Stockholder in accordance with its terms terms, except that such enforceability (i) may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws applicable Laws affecting or relating to the enforcement of creditors' ’ rights generally and (ii) is subject to general principles of equity and discretion (regardless of the court before which any proceedings seeking injunctive relief or specific performance may be sought. There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which the Stockholder is trustee whose consent is required for the execution and delivery of this agreement or the consummation by the Stockholder of the transactions contemplated hereby. If the Stockholder is married and the Stockholder's Shares constitute community property, this agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, the Stockholder's spouse, enforceable against such Person in accordance with its terms except that whether such enforceability (i) may be limited by bankruptcy, insolvency, moratorium is considered in a proceeding in equity or other similar laws relating to the enforcement of creditors' rights generally and (ii) is subject to general principles of equity and discretion of the court before which any proceedings seeking injunctive relief or specific performance may be soughtlaw).

Power; Binding Agreement. The Such Stockholder has the all requisite legal capacity, power and authority to enter into and perform all of his such Stockholder's obligations under this Agreement. The execution, delivery and performance of this Agreement by the such Stockholder will not violate any other Agreement agreement to which the such Stockholder is a party or by which such Stockholder is bound including, without limitation, any voting agreement, shareholders agreement stockholders agreement, voting trust or voting trustother agreement. This Agreement has been duly and validly authorized, executed and delivered by the such Stockholder and constitutes a valid and binding agreement of the such Stockholder, enforceable against the such Stockholder in accordance with its terms terms, except that as such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors' rights generally and (ii) is subject to or by general principles of equity and discretion of the court before which any proceedings seeking injunctive relief or specific performance may be soughtequity. There is no beneficiary of or holder of a voting trust certificate or other interest of any trust of which the Stockholder is trustee whose consent is required for the execution and delivery of this agreement Agreement or the consummation by the Stockholder of the transactions contemplated hereby. If the such Stockholder is married and the such Stockholder's Shares constitute community propertyproperty or otherwise require spousal or other approval for this Agreement to be legal, valid and binding, this agreement Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, the such Stockholder's spouse, enforceable against such Person person in accordance with its terms terms, except that as such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors' rights generally and (ii) is subject to or by general principles of equity and discretion of the court before which any proceedings seeking injunctive relief or specific performance may be soughtequity.

Power; Binding Agreement. The Stockholder has the legal capacity, power and authority to enter into and perform all of his the Stockholder’s obligations under this Agreement. The execution, delivery and performance of this Agreement by the Stockholder will not violate any other Agreement to which the Stockholder is a party including, without limitation, any voting agreement, shareholders agreement or voting trust. This Agreement has been or will be duly and validly executed and delivered by the Stockholder and (assuming the due authorization, execution and delivery by the counterparties hereto and thereto) constitutes a or will constitute the legal, valid and binding agreement obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms except that such enforceability (i) may be limited by terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to the enforcement of creditors' ’ rights generally and (ii) is subject to general principles of equity and discretion of the court before which any proceedings seeking injunctive relief or specific performance may be soughtequitable principles. There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which the Stockholder is trustee whose consent is required for (i) the execution and delivery of this agreement Agreement or any other agreements, documents or instruments contemplated hereby to which the Stockholder is a party or (ii) the consummation by the Stockholder of the transactions contemplated hereby. If the Stockholder is married and the Stockholder's ’s Shares constitute community property, this agreement Agreement has been duly authorized, executed and delivered by, and (assuming the due authorization, execution and delivery by the Stockholder and ▇▇▇▇▇▇▇) constitutes a valid and binding agreement of, the Stockholder's ’s spouse, enforceable against such Person person in accordance with its terms except that such enforceability (i) may be limited by terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to the enforcement of creditors' ’ rights generally and (ii) is subject to general principles of equity and discretion of the court before which any proceedings seeking injunctive relief or specific performance may be soughtequitable principles.