Common use of Power; Binding Agreement Clause in Contracts

Power; Binding Agreement. The Stockholder has full power and authority to execute and deliver this Agreement, to perform the Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by the Stockholder of this Agreement, the performance by the Stockholder of his or its obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby have been duly and validly authorized by the Stockholder and no other actions or proceedings on the part of the Stockholder are necessary to authorize the execution and delivery by the Stockholder of this Agreement, the performance by the Stockholder of its obligations hereunder or the consummation by the Stockholder of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Stockholder, and, assuming this Agreement constitutes a valid and binding obligation of Parent and Sub, constitutes a valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, except that such enforceability: (i) may be limited by fraudulent transfer, reorganization, moratorium or other laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity.

Power; Binding Agreement. The Such Stockholder has full the legal capacity and all requisite power and authority to execute and deliver this AgreementAgreement and the Proxy, to perform the such Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. The execution execution, delivery and delivery performance by the such Stockholder of this Agreement, the performance by the Stockholder of his or its obligations hereunder Agreement and the consummation by the such Stockholder of the transactions contemplated hereby have been duly and validly authorized by the Stockholder such Stockholder, and no other actions or proceedings on the part of the such Stockholder are necessary to authorize the execution and delivery by the such Stockholder of this Agreement, the performance by the Stockholder of its obligations hereunder or Agreement and the consummation by the such Stockholder of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the such Stockholder, and, assuming this Agreement constitutes a valid and binding obligation of Parent and SubParent, constitutes a valid and binding obligation of the such Stockholder, enforceable against the such Stockholder in accordance with its terms, except that such enforceability: (i) enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transferconveyance, reorganization, moratorium or and other laws of general application similar Applicable Laws affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, equity (regardless of whether such enforceability is considered in a proceeding at law in equity or in equitylaw).

Power; Binding Agreement. The Stockholder Shareholder has full power power, capacity and authority to execute and deliver this AgreementAgreement and the Proxy, to perform the StockholderShareholder’s obligations hereunder and to consummate the transactions contemplated hereby. The execution execution, delivery and delivery performance by the Stockholder Shareholder of this Agreement, the performance by the Stockholder Shareholder of his his, her or its obligations hereunder and the consummation by the Stockholder Shareholder of the transactions contemplated hereby have been duly and validly authorized by all necessary action, if any, on the Stockholder part of the Shareholder and no other actions or proceedings on the part of the Stockholder Shareholder are necessary to authorize the execution and delivery by the Stockholder it of this AgreementAgreement or the Proxy, the performance by the Stockholder Shareholder of its obligations hereunder or thereunder or the consummation by the Stockholder Shareholder of the transactions contemplated herebyhereby or thereby. This Agreement has and the Proxy have been duly executed and delivered by the StockholderShareholder, and, assuming this Agreement constitutes a valid and binding obligation of Parent and SubParent, constitutes constitute a valid and binding obligation of the StockholderShareholder, enforceable against the Stockholder Shareholder in accordance with its terms, their terms except that such enforceability: (i) as the same may be limited by fraudulent transferbankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting similar Laws now or hereafter in effect relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity.

Power; Binding Agreement. The Stockholder has full power power, capacity and authority to execute and deliver this AgreementAgreement and the Proxy, to perform the Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. The execution execution, delivery and delivery performance by the Stockholder of this Agreement, the performance by the Stockholder of his his, her or its obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby have been duly and validly authorized by all necessary action, if any, on the part of the Stockholder and no other actions or proceedings on the part of the Stockholder are necessary to authorize the execution and delivery by the Stockholder it of this AgreementAgreement or the Proxy, the performance by the Stockholder of its obligations hereunder or thereunder or the consummation by the Stockholder of the transactions contemplated herebyhereby or thereby. This Agreement has and the Proxy have been duly executed and delivered by the Stockholder, and, assuming this Agreement constitutes a valid and binding obligation of Parent and SubParent, constitutes constitute a valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, their terms except that such enforceability: (i) as the same may be limited by fraudulent transferbankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting similar Laws now or hereafter in effect relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity.

Power; Binding Agreement. The Such Stockholder has full the legal capacity, power and authority to execute execute, deliver and deliver enter into this Agreement, comply with all of terms and provisions of this Agreement, perform all of such Stockholder's obligations under this Agreement and consummate all of the transactions involving such Stockholder contemplated by this Agreement and has taken all necessary corporate or other action necessary to perform authorize the Stockholder’s obligations hereunder execution, delivery and to consummate performance by such Stockholder of this Agreement and the consummation of the transactions contemplated hereby. The execution execution, delivery and delivery by the Stockholder performance of this AgreementAgreement by such Stockholder will not violate any other agreement to which such Stockholder is a party including, the performance by the Stockholder of his without limitation, any voting agreement, stockholders agreement or its obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby have been duly and validly authorized by the Stockholder and no other actions or proceedings on the part of the Stockholder are necessary to authorize the execution and delivery by the Stockholder of this Agreement, the performance by the Stockholder of its obligations hereunder or the consummation by the Stockholder of the transactions contemplated herebyvoting trust. This Agreement has been duly and validly authorized (if such Stockholder is a corporation, partnership or other similar business entity), executed and delivered by the Stockholder, and, assuming this Agreement such Stockholder and constitutes a valid and binding obligation agreement of Parent and Sub, constitutes a valid and binding obligation of the such Stockholder, enforceable against the such Stockholder in accordance with its terms, except that as such enforceability: (i) enforcement may be limited by fraudulent transferbankruptcy, reorganization, moratorium or insolvency and other similar laws of general application affecting or relating to the enforcement of creditors’ ' rights generally and (ii) is subject to or by general principles of equity. There is no other person whose consent is required for the execution, whether considered in a proceeding at law delivery and performance of this Agreement or in equitythe consummation by such Stockholder of the transactions contemplated hereby whose unconditional and irrevocable consent has not heretofore been obtained.

Power; Binding Agreement. The Stockholder has full power and authority to execute and deliver this Agreement, to perform the Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by the Stockholder of this Agreement, the performance by the Stockholder of his his, her or its obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby have been duly and validly authorized by the Stockholder and no other actions or proceedings on the part of the Stockholder are necessary to authorize the execution and delivery by the Stockholder of this Agreement, the performance by the Stockholder of its obligations hereunder or the consummation by the Stockholder of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Stockholder, and, assuming this Agreement constitutes a valid and binding obligation of Parent and SubPurchaser, constitutes a valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, except that such enforceabilitysubject to: (i) may be limited by fraudulent transfer, reorganization, moratorium or other laws of general application affecting or relating to bankruptcy, insolvency and the enforcement relief of creditors’ rights generally debtors and (ii) is subject to general principles rules of equity, whether considered in a proceeding at law or in equitygoverning specific performance and other equitable remedies.

Power; Binding Agreement. The Such Stockholder has full the legal capacity and all requisite power and authority to execute and deliver this AgreementAgreement and the Proxy, to perform the such Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. The execution execution, delivery and delivery performance by the such Stockholder of this Agreement, the performance by the Stockholder of his or its obligations hereunder Agreement and the consummation by the such Stockholder of the transactions contemplated hereby have been duly and validly authorized by the such Stockholder (or its general partner), and no other actions or proceedings on the part of the such Stockholder (or its general partner) are necessary to authorize the execution and delivery by the such Stockholder of this Agreement, the performance by the Stockholder of its obligations hereunder or Agreement and the consummation by the such Stockholder of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the such Stockholder, and, assuming this Agreement constitutes a valid and binding obligation of Parent and SubParent, constitutes a valid and binding obligation of the such Stockholder, enforceable against the such Stockholder in accordance with its terms, except that such enforceability: (i) enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transferconveyance, reorganization, moratorium or and other laws of general application similar applicable Laws affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, equity (regardless of whether such enforceability is considered in a proceeding at law in equity or in equitylaw).

Power; Binding Agreement. The (i) Such Stockholder has full the legal capacity, power and authority to execute enter into and deliver perform all of such Stockholder's obligations under this Agreement; (ii) the execution, delivery and performance of this Agreement by such Stockholder will not violate any other agreement to which such Stockholder is a party including, without limitation, any voting agreement, stockholder agreement or voting trust, the effect of which would materially adversely affect the ability of Stockholder to perform the Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by the Stockholder of this Agreement, the performance by the Stockholder of his or its her obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby have hereunder; (iii) this Agreement has been duly and validly authorized executed and delivered by the such Stockholder and constitutes a valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms; (iv) there is no beneficiary or holder of a voting trust certificate or other actions or proceedings on the part interest of the any trust of which such Stockholder are necessary is trustee who is not a party to authorize this Agreement and whose consent is required for the execution and delivery by the Stockholder of this Agreement, the performance by the Stockholder of its obligations hereunder Agreement or the consummation by the such Stockholder of the transactions contemplated hereby. This ; and (v) in the case where such Stockholder is married and such Stockholder's Shares constitute community property, this Agreement has been duly authorized, executed and delivered by the Stockholderby, and, assuming this Agreement and constitutes a valid and binding obligation of Parent and Subagreement of, constitutes a valid and binding obligation of the such Stockholder's spouse, enforceable against the Stockholder such spouse in accordance with its terms, except that such enforceability: (i) may be limited by fraudulent transfer, reorganization, moratorium or other laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity.

Power; Binding Agreement. The Such Stockholder has full power and authority to execute and deliver this Agreement, to perform the such Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. Such Stockholder is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction). The execution and delivery by the such Stockholder of this Agreement, the performance by the such Stockholder of his his, her or its obligations hereunder and the consummation by the such Stockholder of the transactions contemplated hereby have been duly and validly authorized by the such Stockholder and no other actions or proceedings on the part of the such Stockholder are necessary to authorize the execution and delivery by the such Stockholder of this Agreement, the performance by the such Stockholder of its obligations hereunder or the consummation by the such Stockholder of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the such Stockholder, and, assuming this Agreement constitutes a valid and binding obligation of Parent Parent, Merger Sub and Subthe Company, constitutes a valid and binding obligation of the such Stockholder, enforceable against the such Stockholder in accordance with its terms, except that such enforceabilitysubject to: (i) may be limited by fraudulent transfer, reorganization, moratorium or other laws of general application affecting or relating to bankruptcy, insolvency and the enforcement relief of creditors’ rights generally debtors and (ii) is subject to general principles rules of equity, whether considered in a proceeding at law or in equitygoverning specific performance and other equitable remedies.

Power; Binding Agreement. The Such Stockholder has full power and authority to execute and deliver this Agreement, to perform the such Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. Such Stockholder is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction). The execution and delivery by the such Stockholder of this Agreement, the performance by the such Stockholder of his his, her or its obligations hereunder and the consummation by the such Stockholder of the transactions contemplated hereby have been duly and validly authorized by the such Stockholder and no other actions or proceedings on the part of the such Stockholder are necessary to authorize the execution and delivery by the such Stockholder of this Agreement, the performance by the such Stockholder of its obligations hereunder or the consummation by the such Stockholder of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the such Stockholder, and, assuming this Agreement constitutes a valid and binding obligation of Parent and Subthe Company, constitutes a valid and binding obligation of the such Stockholder, enforceable against the such Stockholder in accordance with its terms, except that such enforceabilitysubject to: (i) may be limited by fraudulent transfer, reorganization, moratorium or other laws of general application affecting or relating to bankruptcy, insolvency and the enforcement relief of creditors’ rights generally debtors and (ii) is subject to general principles rules of equity, whether considered in a proceeding at law or in equitygoverning specific performance and other equitable remedies.

Power; Binding Agreement. The Stockholder has full power and authority to execute and deliver this AgreementAgreement and the Proxy, to perform the Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. The execution execution, delivery and delivery performance by the Stockholder of this Agreement, the performance by the Stockholder of his or its obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby have been duly and validly authorized by the Stockholder and no other actions or proceedings on the part of the Stockholder are necessary to authorize the execution and delivery by the Stockholder it of this AgreementAgreement or the Proxy, the performance by the Stockholder of its obligations hereunder or thereunder or the consummation by the Stockholder of the transactions contemplated herebyhereby or thereby. This Agreement has and the Proxy have been duly executed and delivered by the Stockholder, and, assuming this Agreement constitutes a valid and binding obligation of Parent and Acquisition Sub, constitutes constitute a valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, their terms except that such enforceability: (i) as the same may be limited by fraudulent transferbankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting similar Laws now or hereafter in effect relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity.

Power; Binding Agreement. The Stockholder has full power and authority to execute and deliver this AgreementAgreement and the Proxy, to perform the Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. The execution execution, delivery and delivery performance by the Stockholder of this Agreement, the performance by the Stockholder of his or its obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby have been duly and validly authorized by the Stockholder and no other actions or proceedings on the part of the Stockholder are necessary to authorize the execution and delivery by the Stockholder it of this Agreement, the performance by the Stockholder of its obligations hereunder or the consummation by the Stockholder of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Stockholder, and, assuming this Agreement constitutes a valid and binding obligation of Parent and SubParent, constitutes a valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, except that as such enforceability: (i) enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and other laws of general application similar applicable law affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to by general principles of equity, whether considered in a proceeding at law or in equity.

Power; Binding Agreement. The Such Stockholder has full power and authority to execute and deliver this Agreement, to perform the such Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by the such Stockholder of this Agreement, the performance by the such Stockholder of his or its obligations hereunder and the consummation by the such Stockholder of the transactions contemplated hereby have been duly and validly authorized by the such Stockholder and no other actions or proceedings on the part of the such Stockholder are necessary to authorize the execution and delivery by the such Stockholder of this Agreement, the performance by the such Stockholder of its obligations hereunder or the consummation by the such Stockholder of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the such Stockholder, and, assuming this Agreement constitutes a valid and binding obligation of Parent Parent, Holdco and Sub, Rooster Merger Sub and the Company constitutes a valid and binding obligation of the such Stockholder, enforceable against the such Stockholder in accordance with its terms, except that such enforceabilitysubject to: (i) may be limited by fraudulent transfer, reorganization, moratorium or other laws of general application affecting or relating to bankruptcy, insolvency and the enforcement relief of creditors’ rights generally debtors; and (ii) is subject to general principles rules of equity, whether considered in a proceeding at law or in equitygoverning specific performance and other equitable remedies.

Power; Binding Agreement. The Such Stockholder has full the legal capacity and all requisite power and authority to execute and deliver this AgreementAgreement and the Proxy, to perform the such Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. The execution execution, delivery and delivery performance by the such Stockholder of this Agreement, the performance by the Stockholder of his or its obligations hereunder Agreement and the consummation by the such Stockholder of the transactions contemplated hereby have been duly and validly authorized by the such Stockholder (as applicable) and no other actions or proceedings on the part of the such Stockholder are necessary to authorize the execution and delivery by the such Stockholder of this Agreement, the performance by the Stockholder of its obligations hereunder or Agreement and the consummation by the such Stockholder of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the such Stockholder, and, assuming this Agreement constitutes a valid and binding obligation of Parent and Subthe Company, constitutes a valid and binding obligation of the such Stockholder, enforceable against the such Stockholder in accordance with its terms, except that such enforceability: (i) enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transferconveyance, reorganization, moratorium or and other laws of general application similar Applicable Laws affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, equity (regardless of whether such enforceability is considered in a proceeding at law in equity or in equitylaw).

Power; Binding Agreement. The Such Stockholder has full the legal capacity and all requisite power and authority to execute and deliver this Agreement, to perform the such Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. The execution Stockholder has duly executed and delivered this Agreement. In the case of a Stockholder that is not a natural person, the execution, delivery and performance by the such Stockholder of this Agreement, the performance by the Stockholder of his or its obligations hereunder Agreement and the consummation by the such Stockholder of the transactions contemplated hereby have been duly and validly authorized by the Stockholder such Stockholder, and no other actions or proceedings on the part of the such Stockholder are necessary to authorize the execution and delivery by the such Stockholder of this Agreement, the performance by the Stockholder of its obligations hereunder or Agreement and the consummation by the such Stockholder of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Stockholder, and, assuming Assuming that this Agreement constitutes a valid and binding obligation of Parent and Subthe Company, this Agreement constitutes a valid and binding obligation of the such Stockholder, enforceable against the such Stockholder in accordance with its terms, except that such enforceability: (i) enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transferconveyance, reorganization, moratorium or and other similar applicable laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, equity (regardless of whether such enforceability is considered in a proceeding at law in equity or in equitylaw).

Power; Binding Agreement. The Stockholder has full power and authority to execute and deliver this AgreementAgreement and the Proxy, to perform the Stockholder’s 's obligations hereunder and to consummate the transactions contemplated hereby. The execution execution, delivery and delivery performance by the Stockholder of this Agreement, the performance by the Stockholder of his or its obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby have been duly and validly authorized by the Stockholder and no other actions or proceedings on the part of the Stockholder are necessary to authorize the execution and delivery by the Stockholder it of this Agreement, the performance by the Stockholder of its obligations hereunder or the consummation by the Stockholder of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Stockholder, and, assuming this Agreement constitutes a valid and binding obligation of Parent and SubParent, constitutes a valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, except that such enforceabilitysubject to: (i) may be limited by fraudulent transfer, reorganization, moratorium or other laws of general application affecting or relating to bankruptcy, insolvency and the enforcement relief of creditors’ rights generally debtors; and (ii) is subject to general principles rules of equity, whether considered in a proceeding at law or in equitygoverning specific performance and other equitable remedies.

Power; Binding Agreement. The Such Stockholder has full power and authority to execute and deliver this Agreement, to perform the such Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by the such Stockholder of this Agreement, the performance by the such Stockholder of his or its obligations hereunder and the consummation by the such Stockholder of the transactions contemplated hereby have been duly and validly authorized by the such Stockholder and no other actions or proceedings on the part of the such Stockholder are necessary to authorize the execution and delivery by the such Stockholder of this Agreement, the performance by the such Stockholder of its obligations hereunder or the consummation by the such Stockholder of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the such Stockholder, and, assuming this Agreement constitutes a valid and binding obligation of Parent Parent, Holdco and Sub, the Company constitutes a valid and binding obligation of the such Stockholder, enforceable against the such Stockholder in accordance with its terms, except that such enforceabilitysubject to: (i) may be limited by fraudulent transfer, reorganization, moratorium or other laws of general application affecting or relating to bankruptcy, insolvency and the enforcement relief of creditors’ rights generally debtors; and (ii) is subject to general principles rules of equity, whether considered in a proceeding at law or in equitygoverning specific performance and other equitable remedies.

Power; Binding Agreement. The Stockholder has full power and authority to execute and deliver this Agreement, to perform the Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by the Stockholder of this Agreement, the performance by the Stockholder of his or its obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby have been duly and validly authorized by the Stockholder and no other actions or proceedings on the part of the Stockholder are necessary to authorize the execution and delivery by the Stockholder of this Agreement, the performance by the Stockholder of its obligations hereunder or the consummation by the Stockholder of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Stockholder, and, assuming this Agreement constitutes a valid and binding obligation of Parent and SubPurchaser, constitutes a valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, except that such enforceabilitysubject to: (i) may be limited by fraudulent transfer, reorganization, moratorium or other laws of general application affecting or relating to bankruptcy, insolvency and the enforcement relief of creditors’ rights generally debtors; and (ii) is subject to general principles rules of equity, whether considered in a proceeding at law or in equitygoverning specific performance and other equitable remedies.

Power; Binding Agreement. The Stockholder has full the legal capacity, power and authority to execute enter into and deliver perform all of Stockholder's obligations under this Agreement, to perform Agreement and the Stockholder’s obligations hereunder and to consummate the transactions contemplated herebyProxy. The execution, delivery and performance of this Agreement and the Proxy have been duly authorized by such Stockholder and do not and will not violate any other agreement to which Stockholder is a party or by which any of such Stockholder's Subject Securities are bound, including, without limitation, any voting agreement, stockholders agreement or voting trust. This Agreement and the Proxy have been duly and validly executed and delivered by Stockholder and constitute valid and binding agreements of such Stockholder, enforceable against such Stockholder in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which Stockholder is trustee whose consent is required for the execution and delivery by the Stockholder of this Agreement, the performance by the Stockholder of his Proxy or its obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby have been duly and validly authorized by the Stockholder and no other actions or proceedings on the part of the Stockholder are necessary to authorize the execution and delivery by the Stockholder of this Agreement, the performance by the Stockholder of its obligations hereunder or the consummation by the Stockholder of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Stockholder, and, assuming this Agreement constitutes a valid and binding obligation of Parent and Sub, constitutes a valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, except that such enforceability: (i) may be limited by fraudulent transfer, reorganization, moratorium or other laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equitythereby.

Power; Binding Agreement. The Stockholder has full the legal capacity, power and authority to execute enter into and deliver perform all of the Stockholder's obligations under this Agreement, to perform the Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by the Stockholder of this Agreement, the performance by the Stockholder of his or its obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby have been duly and validly authorized by the Stockholder and no other actions or proceedings on the part of the Stockholder are necessary to authorize the execution and delivery by the Stockholder of this Agreement, the performance by the Stockholder of its obligations hereunder or the consummation by the Stockholder of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Stockholder, Stockholder and, assuming this Agreement constitutes a due and valid execution and binding obligation delivery of Parent and Subthe Purchaser, constitutes a valid and binding obligation agreement of the Stockholder, enforceable against the Stockholder in accordance with its terms, terms (except that as such enforceability: (i) enforceability may be limited by fraudulent transfersubject to bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application affecting or relating to the enforcement of or affecting creditors’ ' rights generally and by general equitable principles (ii) regardless of whether enforceability is subject to general principles of equity, whether considered in a proceeding at in law or at equity)). Except as may otherwise be set forth in equityPart A to Schedule I, 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 performance by the Stockholder of his obligations hereunder. 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 as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law)).