Common use of AUTHORITY APPROVALS Clause in Contracts

AUTHORITY APPROVALS. (a) The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby and thereby are within its corporate powers and have been duly and validly authorized by all necessary corporate action on the part of the Company (other than the approval of the Merger and this Agreement by the requisite vote of the Company’s stockholders, and the filing of a Certificate of Merger pursuant to the DGCL). This Agreement has been duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by Buyer, Merger Sub, the Principal Stockholder and Stockholders’ Representative) constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights generally and by the application of general principles of equity. (b) The Board of Directors of the Company has unanimously (i) determined that this Agreement and the Merger are fair to, and in the best interests of, the Company and its stockholders, (ii) resolved that the Merger is fair to, and in the bests interests of, the Company and its stockholders and declared the Merger to be advisable and (iii) resolved to recommend that the Company’s stockholders adopt this Agreement, and none of the aforesaid actions by the Board of Directors of the Company has been amended, rescinded or modified. (c) The affirmative vote of the holders of a majority of (i) outstanding shares of Common Stock, and (ii) outstanding shares of Convertible Preferred Stock (on an as-converted basis), voting together as a single class, to adopt this Agreement is the only vote of the holders of any class or series of the Company’s capital stock necessary to approve the Merger.

AUTHORITY APPROVALS. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining the approval of its shareholders, to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company and the consummation of the transactions contemplated hereby and thereby are within its corporate powers and have been duly and validly authorized by all necessary its board of directors, and no other corporate action on the part of the Company (other than is necessary to authorize the approval execution and delivery by the Company of this Agreement and, except for shareholder approval, the consummation by it of the Merger and this Agreement by the requisite vote of the Company’s stockholders, and the filing of a Certificate of Merger pursuant to the DGCL)transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company, Company and (assuming due authorization, execution and delivery by Buyer, Merger Sub, the Principal Stockholder and Stockholders’ Representative) constitutes the is a valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except as that such enforceability enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and or other similar laws of general applicability relating to or affecting creditor’s creditors’ rights generally and by the application of general principles of equity. (b) The Board of Directors of the Company (the “Company Board”) has unanimously (i) determined that this Agreement and the Merger are fair to, and in the best interests of, the Company and its stockholders, (ii) resolved that the Merger is fair to, and in the bests interests of, the Company and its stockholders and declared this Agreement and the Merger to be advisable and advisable, (iii) resolved approved this Agreement and (iv) recommended that this Agreement be presented to recommend the Company’s stockholders for approval and that the Company’s stockholders adopt this AgreementAgreement (the “Company Recommendation”), and and, as of the date hereof, none of the aforesaid actions by the Company Board of Directors of the Company has been amended, rescinded or modified. (c) The affirmative vote of the holders of a majority of (i) outstanding shares of Common Stock, and (ii) outstanding shares of Convertible Preferred Stock (on an as-converted basis), voting together as a single class, to adopt this Agreement is the only vote of the holders of any class or series of the Company’s capital stock necessary to approve the Merger.

AUTHORITY APPROVALS. (a) The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby and thereby are within its corporate powers and have been duly and validly authorized by all necessary corporate action on the part of the Company (other than the approval of the Merger and adoption of this Agreement by the requisite vote of the Company’s stockholdersstockholders (which shall be given in the Stockholder Consent), and the filing of a Certificate of Merger pursuant to the DGCL), and no other corporate proceeding on its part is necessary to authorize the execution, delivery or performance of this Agreement. This Agreement has been duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by Buyer, Buyer and Merger Sub, the Principal Stockholder and Stockholders’ Representative) constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights generally and by the application of general principles of equity. (b) The Board of Directors of the Company has unanimously (i) determined that this Agreement and the Merger are is fair to, and in the best interests of, the Company and its stockholders, (ii) resolved that the Merger is fair to, and in the bests interests of, the Company and its stockholders approved and declared the Merger to be advisable this Agreement and (iii) resolved to recommend that the Company’s stockholders adopt this Agreement, and and, as of the date hereof, none of the aforesaid actions by the Board of Directors of the Company has been amended, rescinded or modified. (c) The affirmative vote of the holders of a majority of (i) outstanding shares of Series B Stock, Series D Stock and Common Stock, and (ii) outstanding shares of Convertible Preferred Stock (on an as-converted basis), voting together as a single class, to adopt this Agreement is the only vote of the holders of any class or series of the Company’s capital stock necessary to approve adopt this Agreement (which shall be given in the MergerStockholder Consent). When delivered to Buyer, the Stockholder Consent shall be effective, valid, enforceable and irrevocable.

AUTHORITY APPROVALS. (a) The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby and thereby are within its corporate powers and have been duly and validly authorized by all necessary corporate action on the part of the Company (other than the approval adoption of the Merger and this Agreement by the requisite vote of the Company’s stockholdersRequired Company Stockholders, and the filing of a Certificate of Merger pursuant to the DGCL). This Agreement has been duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by Buyer, Buyer and Merger Sub, the Principal Stockholder and Stockholders’ Representative) constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights generally and by the application of general principles of equity. (b) The Board of Directors of the Company (the “Company Board”) has unanimously (i) determined that this Agreement and the Merger are fair to, and in the best interests of, the Company and its stockholders, (ii) resolved that the Merger is fair to, and in the bests interests of, the Company and its stockholders and declared this Agreement and the Merger to be advisable advisable, (iii) resolved to approve this Agreement and (iiiiv) resolved to recommend that the Table of Contents Company’s stockholders adopt this Agreement, and and, as of the date hereof, none of the aforesaid actions by the Board of Directors of the Company has been amended, rescinded or modified. (c) The affirmative vote of the holders of a majority in voting power of (i) outstanding shares of Common Stock, and (ii) outstanding shares of Convertible Series F Preferred Stock (on an as-converted basis)Stock, voting together as a single classclass (the “Required Company Stockholders”), to adopt this Agreement is are the only vote votes of the holders of any class or series of the Company’s capital stock necessary to approve the Merger.

AUTHORITY APPROVALS. (a) The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby and thereby are within its corporate powers power and have been duly and validly authorized by all necessary corporate action on the part of the Company (other than the approval of the Merger and this Agreement by the requisite vote of the Company’s stockholders, stockholders and the filing of a Certificate of Merger pursuant to the DGCL). This Agreement has been duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by Buyer, Merger Sub, Sub and the Principal Stockholder and Stockholders’ Representative) constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws Laws of general applicability relating to or affecting creditor’s rights generally and by the application of general principles of equity. (b) The Board of Directors of the Company has unanimously (i) determined that this Agreement and the Merger are fair to, and in the best interests of, the Company and its stockholders, (ii) resolved that the Merger is fair to, and in the bests interests of, the Company and its stockholders and declared the Merger to be advisable advisable, and (iii) resolved to recommend that the Company’s stockholders adopt this Agreement, and none of the aforesaid actions by the Board of Directors of the Company has been amended, rescinded or modified. (c) The affirmative vote of the holders of a majority of (i) outstanding shares of Common Stock, and (ii) outstanding shares of Convertible Preferred Stock (on an as-converted basis), voting together as a single class, Shares to adopt this Agreement is the only vote of the holders of any class or series of the Company’s capital stock equity interests necessary to approve the MergerMerger (the “Requisite Stockholder Approval”).

AUTHORITY APPROVALS. (a) The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby and thereby are within its corporate powers and authority and have been duly and validly authorized by all necessary corporate action on the part of the Company (other than the approval adoption of the Merger and this Agreement by the requisite vote of the Company’s stockholders, and the filing of a Certificate of Merger pursuant to the DGCLRequired Company Stockholders). This Agreement has been duly and validly executed and delivered by the Company, and (assuming due authorization, execution and delivery by Buyer, Buyer and Merger Sub, the Principal Stockholder and Stockholders’ Representative) constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s 's rights generally and by the application of general principles of equity. (b) The Board of Directors of the Company (the "Company Board") has unanimously (i) determined that this Agreement and the Merger are fair to, and in the best interests of, the Company and its stockholders, (ii) resolved that the Merger is fair to, and in the bests interests of, the Company and its stockholders and declared this Agreement and the Merger to be advisable advisable, (iii) resolved to approve this Agreement and (iiiiv) resolved to recommend that the Company’s 's stockholders adopt this Agreement, and and, as of the date hereof, none of the aforesaid actions by the Board of Directors of the Company has been amended, rescinded or modified. (c) The affirmative vote of the holders of a majority of (i) outstanding shares of Common Stock, and (ii) outstanding shares of Convertible Preferred Stock (on an as-converted basis), voting together as a single class, to adopt this Agreement the "Required Company Stockholders") is the only vote of the holders of any class or series of the Company’s 's capital stock necessary to approve the Merger.

AUTHORITY APPROVALS. (a) The execution, delivery and performance of this Agreement by the Company and the Company’s consummation of the transactions contemplated hereby and thereby are within its corporate powers and authority and have been duly and validly authorized by all necessary corporate action on the part of the Company (other than the approval of the Merger and this Agreement by the requisite vote of the Company’s stockholders, Stockholders Approval (as defined below) and the filing of a the Certificate of Merger pursuant to the DGCL). This Agreement has been duly executed and delivered by the Company, Company and (assuming due authorization, execution and delivery by Buyer, Parent and Merger Sub, the Principal Stockholder and Stockholders’ Representative) constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s creditors’ rights generally and by the application of general principles of equity, whether considered in a proceeding in equity or at law. (b) The Board of Directors of the Company has unanimously (i) determined that this Agreement and the Merger are fair to, and in the best interests of, the Company and its stockholders, (ii) resolved that approved the execution, delivery and performance of this Agreement and the consummation of the Merger is fair to, upon the terms and subject to the conditions set forth in the bests interests of, the Company and its stockholders and declared the Merger to be advisable this Agreement and (iii) resolved to recommend that the Company’s stockholders adopt this Agreement, and none of the aforesaid actions by the Board of Directors of the Company has been amended, rescinded or modified. (c) The affirmative vote of the holders of a majority of (i) outstanding shares of Common Stock, and (ii) outstanding shares of Convertible Preferred Stock (on an as-converted basis), voting together as a single class, to adopt this Agreement Stockholders Approval is the only vote of the holders of any class or series of the Company’s capital stock necessary to adopt this Agreement and approve the Merger. (d) No “fair price,” “control share acquisition” or similar anti-takeover Law (collectively, “Takeover Laws”) or any anti-takeover provision in the certificate of incorporation or bylaws of the Company is applicable to the transactions contemplated by this Agreement. The Company does not have any stockholder rights plan.

AUTHORITY APPROVALS. (a) The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby are within its corporate powers and have been duly and validly authorized by all necessary corporate action on the part of the Company (other than the approval of the Merger and this Agreement by the requisite vote of the Company’s stockholders, and the filing of a Certificate of Merger pursuant to the DGCL). This Agreement has been duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by Buyer, Merger Sub, the Principal Stockholder and Stockholders’ Representative) constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights generally and by the application of general principles of equity. (b) The Board of Directors of the Company has unanimously (i) determined that this Agreement and the Merger are fair to, and in the best interests of, the Company and its stockholders, (ii) resolved that the Merger is fair to, and in the bests interests of, the Company and its stockholders and declared the Merger to be advisable and (iii) resolved to recommend that the Company’s stockholders adopt this Agreement, and none of the aforesaid actions by the Board of Directors of the Company has been amended, rescinded or modified. (c) The affirmative vote of the holders of a majority of (i) outstanding shares of Common Stock, and (ii) outstanding shares of Convertible Preferred Stock (on an as-converted basis), voting together as a single class, Shares to adopt this Agreement is the only vote of the holders of any class or series of the Company’s capital stock necessary to approve the Merger.

AUTHORITY APPROVALS. (a) The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby and thereby are within its corporate powers power and have been duly and validly authorized by all necessary corporate action on the part of the Company (other than the approval of the Merger and the approval and adoption of this Agreement by the requisite vote of the Company’s stockholdersRequired Stockholder Approval, and the filing of a Certificate of Merger pursuant to the DGCL). This Agreement has been duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by Buyer, Merger Sub, the Principal Stockholder and Stockholders’ Representativeother parties hereto) constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights generally and by the application of general principles of equity. (b) The Board of Directors of the Company has has, at a meeting duly called and held at which all the directors of the Company were present, or by written consent, prior to the execution of this Agreement, unanimously (i) determined that this Agreement and the Merger are fair to, and in the best interests of, of the Company and its stockholders, (ii) resolved that the Merger is fair to, to and in the bests interests of, of the Company and its stockholders and approved and declared this Agreement and the Merger to be advisable advisable, and (iii) resolved to recommend that the Company’s stockholders adopt this Agreement, and none of the aforesaid actions by the Board of Directors of the Company has been amended, rescinded or modified. * Omitted information is the subject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been filed separately with the Securities and Exchange Commission. (c) The affirmative vote of the holders of a majority of (i) outstanding shares of Common Stock, and (ii) outstanding shares of Convertible Preferred Stock (on an as-converted basis), voting together as a single class, to adopt this Agreement is the only vote of the holders of any class or series of the Company’s capital stock necessary to approve the MergerMerger are the affirmative votes to approve the Merger and to approve and adopt this Agreement by the holders of: (i) a majority of the outstanding shares of the Company’s capital stock voting together as a single class (and in the case of the Preferred Stock, on an as-converted basis) and (ii) a majority of the outstanding shares of Preferred Stock voting together as a single class on an as-converted basis (collectively, the “Required Stockholder Approval”).