Common use of Authority and Absence of Conflict Clause in Contracts

Authority and Absence of Conflict. (a) Subject to obtaining the Company Shareholder Approval, the Company has the requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly and unanimously authorized by the Board of Directors of the Company, and, except for the Company Shareholder Approval, no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and (subject, with respect to consummation of the Merger, to the receipt of the Company Shareholder Approval, and assuming that this Agreement constitutes the valid and binding obligation of Parent and Purchaser) constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws now or hereafter in effect affecting the enforcement of creditors' rights generally, or by general equitable principles regardless of whether enforceability is considered in a proceeding in equity or at law.

Authority and Absence of Conflict. (a) Subject to obtaining the Company Shareholder Approval, the Company Each of Parent and Purchaser has the requisite corporate power and authority to enter into this Agreement, Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company Parent and Purchaser and the consummation by it Parent and Purchaser of the transactions contemplated hereby have been duly and unanimously authorized by the Board respective Boards of Directors of the CompanyParent and Purchaser, andand by Parent as sole shareholder of Purchaser, except for the Company Shareholder Approval, and no other corporate proceedings on the part of the Company Parent or Purchaser are necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company Parent and Purchaser and (subject, with respect to consummation of the Merger, to the receipt of the Company Shareholder Approval, and assuming that this Agreement constitutes the valid and binding obligation of Parent and Purchaserthe Company) constitutes a valid and binding obligation of the Companyeach of them, enforceable against the Company each of them in accordance with its terms, terms except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws now or hereafter in effect affecting the enforcement of creditors' rights generally, generally or by general equitable principles regardless of whether enforceability is considered in a proceeding in equity or at law.

Authority and Absence of Conflict. (a) Subject to obtaining the Company Shareholder Approval, the The Company has the requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly and unanimously authorized by the Board of Directors of the Company, and, except for the Company Shareholder Approvalapproval of the holders of outstanding Shares (if required under the DGCL) as set forth in Section 6.2 of this Agreement, no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and (subjectassuming due authorization, with respect to consummation of the Merger, to the receipt of the Company Shareholder Approval, execution and assuming that this Agreement constitutes the valid and binding obligation of delivery by Parent and Purchaser) constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other laws now or hereafter in effect affecting the enforcement of creditors' rights generally, generally or by general equitable principles regardless principles. The only vote required to authorize the Merger is the affirmative vote of whether enforceability is considered in a proceeding in equity or at lawmajority of the outstanding Shares. The Company has elected, pursuant to its charter, not to be subject to Section 203 of the DGCL.